Preferred Consideration definition

Preferred Consideration has the meaning set forth in in Section 2.5.

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Preferred Consideration means the sum of (A) the Series A Conversion Ratio times the Outstanding Series A Preferred Shares, plus (B) the aggregate of the applicable Series B Conversion Ratios times the relevant Outstanding Series B Preferred Shares, plus (C) the aggregate of the applicable Series C Conversion Ratios times the relevant Outstanding Series C Preferred Shares.

Preferred Consideration means, with respect to a given Adjusted Payment, that portion of the Adjusted Payment actually received by the Preferred Investors, collectively as a group and in their capacity as holders of Preferred Shares.

Examples of Preferred Consideration in a sentence

• The Preferred Consideration, together with the Common Consideration, shall hereinafter be referred to as the “Company Stockholder Consideration” and, together with the Management Consideration (as defined below), the “Merger Consideration”).

• Parent shall also from time to time deposit or cause to be deposited with the Exchange Agent U.S. dollars in an amount sufficient to provide the Exchange Agent with the cash to fund payments to be made pursuant to Section 1.3.6. The Company shall maintain, pursuant to Section 1.9, sufficient funds in an escrow account with the Exchange Agent to provide the Exchange Agent with the cash to fund payments in respect of the Preferred Consideration.

• All shares of Company Series B-1 Preferred Stock, when so converted will be automatically cancelled and extinguished and shall cease to exist, and each holder of a share of Company Series B-1 Preferred Stock immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the rights, in each case subject to the terms and conditions of this Agreement and the Escrow Agreement, to receive the Series B-1 Preferred Consideration.

• The Merger Consideration or Preferred Consideration, as applicable, issued upon conversion of a Partnership Unit in accordance with the terms hereof (including any cash paid pursuant to Section 2.4(d) and any declared distributions to be paid on Parent Units as described in Section 2.4(c)) will be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to such Partnership Unit (other than the right to receive any Regular Distribution in accordance with Section 2.2).

• Following the Effective Time, ▇▇▇▇▇▇ agrees to make available to the Exchange Agent, from time to time as needed, Parent Common Units and Substantially Equivalent Units issuable and cash required to pay any cash component of the Preferred Consideration or sufficient to make any distributions payments pursuant to Section 2.4(c) or Section 2.4(d).

More Definitions of Preferred Consideration

Preferred Consideration has the meaning assigned in Section 3.1(b)(1).

Preferred Consideration has the meaning assigned to such term in Section 5.10(b)(xii)(A).

Preferred Consideration. Section 2.1(b) “Preferred Offer Price” Recitals “Preferred Shares” Recitals

Preferred Consideration has the meaning set forth in Section 2(d)(v) below.

Preferred Consideration. Section 2.1(b) “Preferred Shares” Recitals

Preferred Consideration has the meaning given to the term in Section 2.3 of this Agreement.

Preferred Consideration means the sum of (1) the product of (A) 0.915, (B) the Preferred Percentage and (C) the Total Payment plus (2) the product of (A) the Preferred Percentage and (B) $5.75 million.