Manager Consideration definition

Manager Consideration has the meaning set forth in the Recitals hereto.

Examples of Manager Consideration in a sentence

By virtue of the Exchange and Manager’s receipt of the Manager Consideration (as defined in the Interest Exchange Agreement) and the Manager Closing Payments (as defined in the Interest Exchange Agreement), each of the Manager and the Special Member hereby irrevocably waives its right to receive payment of any other fees or expenses from MREC or any other Subject Company (as defined in the Merger Agreement) with respect to any period ending on or before the date hereof.

In consideration of receipt of the Manager Consideration and Manager Closing Payments, the Manager shall procure that the following agreements are terminated: (i) effective as of the MREC Effective Time, the advisory agreement dated as of May 18, 2015 between the Manager and MREC; and (ii) effective as of the MREC TE Effective Time, the advisory agreement dated as of October 1, 2016 between the Manager and MREC TE.

By virtue of the Exchange and Manager’s receipt of the Manager Consideration (as defined in the Interest Exchange Agreement) and the Manager Closing Payments (as defined in the Interest Exchange Agreement), each of the Manager and the Special Member hereby irrevocably waives its right to receive payment of any other fees or expenses from MREC TE or any other Subject Company (as defined in the Merger Agreement) with respect to any period ending on or before the date hereof.

By virtue of the Exchange and Manager’s receipt of the Manager Consideration (as defined in the Interest Exchange Agreement) and the Manager Closing Payments (as defined in the Interest Exchange Agreement), each of the Manager and the Special Member hereby irrevocably waives its right to receive payment of any other fees or expenses from MREC IIS or any other Subject Company (as defined in the Merger Agreement) with respect to any period ending on or before the date hereof.

Related to Manager Consideration

Company means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Board means the Board of Directors of the Company.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
Commission means the Securities and Exchange Commission.
Department means the department of natural resources.
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Code means the Internal Revenue Code of 1986, as amended.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Merger Consideration has the meaning set forth in Section 3.1(a).
Stock Consideration has the meaning set forth in Section 2.2(a).
Net Consideration will refer to either net consideration as defined in Regulation Section 1.848-2(f) (or gross amount of premiums and other consideration as defined in Regulation Section 1.848-3(b), as appropriate). The method and timing of the exchange of this information is set out in Exhibit F. This DAC Tax Election shall be effective for all years for which this Agreement remains in effect. The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended. Apart from any taxes, allowances, commissions, refunds, and expenses specifically referred to elsewhere in this Agreement, the Reinsurer shall pay no commissions, allowances, taxes, or proportion of any expense to the Company in respect of any cession.
Contract Consideration has the meaning specified in the definition of “Excess Cash Flow.”
Closing Consideration has the meaning set forth in Section 2.2(a).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Earnout Consideration means the sum of the Revenue Earnout Consideration and the Gross Profit Earnout Consideration; provided that the Earnout Consideration shall not exceed $125,000,000 in the aggregate.
Unit Consideration has the meaning set forth in Section 2.2(a).
Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Cash Consideration has the meaning set forth in Section 2.1(a).
Estimated Merger Consideration has the meaning set forth in Section 2.2(a).
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).
Independent Consideration has the meaning ascribed to such term in Section 4.2.
Option Consideration has the meaning set forth in Section 3.3(a).