Non-Cash Consideration definition
Examples of Non-Cash Consideration in a sentence
If the Security Agent or any other Secured Party receives a distribution in the form of Non-Cash Consideration in respect of any of the Liabilities (other than any distribution of Non-Cash Recoveries), the Liabilities will not be reduced by that distribution until and except to the extent that the realisation proceeds are actually applied towards the Liabilities.
If the total consideration set forth in the offer includes anything other than cash and/or marketable securities (the "Non-Cash Consideration") then the Company, at its option, may acquire Purchaser's equity interests for the product of (a) either (i) the Non-Cash Consideration specified or (ii) cash in the amount of the fair market value of the total consideration set forth in the offer, multiplied by (b) the percentage of all outstanding equity interests of the Company that then is owned by Purchaser.
Such appraiser shall render a binding and non-appealable appraisal of the Fair Market Value of the property constituting the Non-Cash Consideration within 10 Business Days of such appraiser's appointment or, if it is not reasonably possible to complete such appraisal in such time period, such longer period as shall be reasonably necessary to complete such appraisal (not to exceed 30 Business Days).
If the Governing Board and the Selling Member are unable to agree on a fair market value during the aforementioned negotiation period, the Company and the Selling Member shall appoint a mutually agreeable appraiser of recognized standing with respect to the nature of the property constituting the Non-Cash Consideration to complete an appraisal of the property constituting the Non-Cash Consideration.
The fair market value of the Non-Cash Consideration shall be the amount determined by the investment banking firm selected in accordance with the immediately preceding sentence.