Per Unit Cash Consideration definition

Per Unit Cash Consideration means the sum of (A) the Cash Consideration plus (B) the product of (1) the Equity Consideration multiplied by (2) the Average Closing Price.
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Per Unit Cash Consideration means the Initial Per Unit Cash Consideration, plus the amount of any cash per Company Unit released to the Holders from the Unitholder Representative Expense Account or the SC Escrow Account in accordance with the terms of this Agreement as allocated to the Holders pursuant to terms of the Company LLC Agreement as detailed in the Payment Schedule.
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Per Unit Cash Consideration means (i) for Company PSU Awards and Company RSU Awards granted prior to March 1, 2012, the greater of (A) the Cash Election Consideration, and (B) the highest trading price per Share as reflected in the Wall Street Journal during the sixty-day period immediately prior to the Effective Time, and (ii) for Company PSU Awards and Company RSU Awards granted on or after March 1, 2012, the Cash Election Consideration.
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Examples of Per Unit Cash Consideration in a sentence

  • Any Partnership Unit Option that has an exercise price per Partnership Unit that is greater than or equal to the Per Unit Cash Consideration shall be cancelled in exchange for no consideration.

  • Each Company Unit, other than a Class B Unit, held by a Converting Holder immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Sections 1.3(f) , 1.4 and 1.6 , (A) an amount in cash, without interest, equal to the Closing Per Unit Cash Consideration and (B) a number of Parent Ordinary Shares equal to the Closing Per Unit Share Consideration.

  • In addition to the payment of the EOP Per Unit Cash Consideration in accordance with Section 2.1.2, the EOP Former Members shall be entitled to EOP Earn-Out Payments, if any, in accordance with the terms set forth in this Section 3.4.

  • In addition to the payment of the EOC Per Unit Cash Consideration in accordance with Section 2.2.2, the EOC Beneficial Owners, as the sole members of the EOC Former Member, shall be entitled to EOC Earn-Out Payments, if any, in accordance with the terms set forth in this Section 3.4.

  • Each Class B Unit held by a Converting Holder immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Sections 1.3(f) , 1.4 and 1.6 , (A) an amount in cash, without interest, equal to the Class B Per Unit Cash Consideration and (B) a number of Parent Ordinary Shares equal to the Class B Per Unit Share Consideration.

  • Each Class B Unit held by a Converting Holder immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Sections 1.3(f), 1.4 and 1.6, (A) an amount in cash, without interest, equal to the Class B Per Unit Cash Consideration and (B) a number of Parent Ordinary Shares equal to the Class B Per Unit Share Consideration.

  • Each share of Company Capital Stock (excluding Cancelled Shares, which shall be treated in the manner set forth in Section 1.3(a)(ii)), issued and outstanding as of immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Section 1.4, (A) an amount in cash, without interest, equal to the Per Unit Cash Consideration, and (B) a number of shares of Acquirer Common Stock equal to the Per Unit Stock Consideration.

  • At the Closing, Public, Superholdings and Merger Sub shall have the right to withhold from the aggregate amount of the Per Unit Cash Consideration, the amounts, including interest, then owing from the Members to Public pursuant to any outstanding borrowings.

  • The amount of Per Unit Cash Consideration shall be subject to adjustment as provided below and shall be reduced by the amount of any transfer Taxes owed as a result of the formation of LLC Holdings or LLC's or LLC Holdings' participation in the Parent Merger, although no such taxes are anticipated.

  • The right to receive cash equal up to $200.00 per unit of Members' Interests of LLC Holdings, without any interest thereon (the "Per Unit Cash Consideration"); provided, that, the aggregate amount of Per Unit Cash Consideration shall be determined pursuant to Section 4.16 (Asset Transfers) and not exceed $4,000,000.


More Definitions of Per Unit Cash Consideration

Per Unit Cash Consideration means the quotient obtained by dividing (x) the sum of (i) the Aggregate Cash Purchase Price minus (ii) the Aggregate Unreturned Company Capital Contributions, plus (iii) the Aggregate Advance Amount, plus (iv) the Aggregate Remaining Threshold Amount by (y) the Diluted Unit Count.
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Per Unit Cash Consideration means (i) the Cash Consideration divided by (ii) the number of shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time.
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Related to Per Unit Cash Consideration

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

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

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

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

  • Per Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • 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 Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

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

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

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

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

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

  • Per Unit Capital Amount means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

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

  • Base Consideration has the meaning set forth in Section 1.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings 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 Holdings or any of its Subsidiaries.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;