Partnership Cash Consideration definition

Partnership Cash Consideration means Cash in an amount equal to the product of (x) four and one-half percent (4.5%) of one hundred and forty-five million dollars ($145,000,000) multiplied by a fraction equal to (y)(i) the number of Existing Partnership Interests designated by Holders of Existing Partnership Interests (or, in the case of PubCo and the Blocker Entity, as Holders of Existing Partnership Interests, as designated by Holders of Allowed TRA Claims on account of their Claims against PubCo) to receive Partnership Cash Consideration on the applicable Ballot(s) of such Holders divided by (ii) the total number of outstanding Existing Partnership Interests.
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Partnership Cash Consideration means Cash in an amount equal to the product of (x) four and one-half percent (4.5%) of one hundred and forty-five million dollars ($145,000,000) multiplied by a fraction equal to (y)(i) the number of Existing Partnership Interests designated by Holders of Existing Partnership Interests (or, in the case of PubCo
Sample 1

Examples of Partnership Cash Consideration in a sentence

  • On the Closing Date, Parent will have available to it sufficient funds to permit the Parent Parties to pay the aggregate Parent Cash Consideration, the aggregate Partnership Cash Consideration and to pay all related fees and expenses.

  • None of Parent, Parent LP, Merger Sub, the Company, Company LP or the Surviving Corporation or any of their respective Subsidiaries or Affiliates or the Paying Agent shall be liable to any Person in respect of any Merger Consideration, Additional Consideration, Partnership Cash Consideration or any cash dividend or distribution delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • The New RCF will be used to fund the fees and expenses of the Restructuring Transactions, the Partnership Cash Consideration and a portion of the Term Lender Cash Consideration, if necessary, as well as for general corporate purposes and working capital.Pursuant to the New RCF Commitment Letter, which shall have been entered into on or prior to the Petition Date, the New RCF Commitment Party will agree to provide 100% of the commitments under the New RCF.

  • The New RCF Commitment Letter shall be on terms and conditions acceptable to the Company, the New RCF Commitment Party and the Required Consenting Lenders.After the occurrence of the Confirmation Date and prior to the Effective Date, the Debtors shall calculate the aggregate amount of the Partnership Cash Consideration, as elected by all eligible Holders in accordance with Article III of the Plan.

  • It is recommended that all Proposers inspect the property prior to submitting a proposal.

  • They must also explain when availability falls below target availability in a month.Financial Security The licence incentivises OFTOs to continue to maintain their assets across the length of their revenue stream and ensures they do not have an incentive to behave in a manner to avoid future liabilities incurred through the availability incentive.

  • Use of Proceeds: Utilized for general corporate purposes and working capital, including to fund the fees and expenses of the Restructuring, as well as to fund a portion of the Term Lender Cash Consideration if necessary and to fund the Partnership Cash Consideration.

Related to Partnership Cash Consideration

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).