Purchaser Equity definition

Purchaser Equity means (a) if the Purchaser is in the form of a limited liability company, registered capital of the Purchaser; or (b) if the Purchaser is in a form of a company limited by shares, shares of the Purchaser.
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Purchaser Equity shall have the meaning set forth in Section 5.4(a).
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Purchaser Equity means the value of any cash, Common Shares, interests in the Limited Partnership, or leasing, management or other service agreements directly or indirectly received or retained by Purchaser or any PPA Affiliate in consideration of the sale, contribution, or transfer of properties or management, leasing and development businesses, or interests therein or in the Limited Partnership, directly or indirectly to PPL REIT, the Limited Partnership or any direct or indirect subsidiary thereof in connection with the IPO. For this purpose, the value of any Common Shares or interests in the Limited Partnership that are redeemable for Common Shares shall be the Offering Price. The value of any leasing, management or other service agreement referred to above, if any, shall be the net present value of any expected net profit to be earned by PPL REIT or its direct or indirect subsidiaries after the Closing under such agreements. Amounts received by Affiliates that are entities and that are not wholly owned (either directly or indirectly) by Purchaser or a PPA Affiliate shall be included in Purchaser Equity only to the extent of the direct or indirect ownership interest of Purchaser and the PPA Affiliates.
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Examples of Purchaser Equity in a sentence

  • For the avoidance of doubt, and subject to Section 9.5, no transfer of Equity Securities of the Seller or of either Management Holdco shall be deemed to be a Transfer of Equity Securities of the Purchaser, provided that a Transfer of Equity Securities of a Management Holdco that results in a change of control of such Management Holdco shall constitute a Transfer of the Purchaser Equity Securities Beneficially Owned by such Management Holdco.

  • Other than Purchaser Equity Awards issued prior to the date of this Agreement, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Purchaser to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities.

  • Each Purchaser Option was duly authorized by all necessary corporate action, and such grant was made in compliance with the terms of the Purchaser Equity Incentive Plan and with all applicable Laws.

  • For the avoidance of doubt, the Upfront Purchase Price includes an amount equal to the Purchaser Equity Amount.

  • The equity capitalization of the Purchaser immediately following the Exchange (as defined below) shall be as set forth on Exhibit B hereto (the "Purchaser Equity Schedule").

  • All of the Purchaser Equity to be issued in the Issuance will be fully paid in compliance with the requirements of applicable Laws.

  • Nothing in the Terms of Use excludes or limits liability for death or personal injury arising from negligence, or for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

  • Each Rollover Investor’s spouse, if any, shall be required to execute the form of spousal consent set forth on Exhibit A to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement as to such spouse’s interest, whether as community property or otherwise, if any, in such Rollover Investor’s Rollover Investment and the Purchaser Equity Securities issued to such Rollover Investor.

  • The repurchase price (the “Repurchase Price”) for the Purchased Receivable shall be the amount equal to (A) the sum of (1) the Funded Amount, (2) the Late Payment Discount (if any), (3) the Purchaser Equity Amount and (4) the Commitment Fee minus (B) the Allocation Percentage of the Collections and amounts related to Dilution or Disputes, if any, with respect to the Purchased Receivable deposited into the Purchaser Account before the Repurchase Date.

  • In consideration for the sale, transfer, assignment and conveyance of the Transferred Assets by the Seller, in accordance with the provisions hereof, the Purchaser shall issue to the Seller the Purchaser Equity pursuant to a Common Stock Purchase Agreement, in substantially the form attached as Exhibit A hereto.

Related to Purchaser Equity

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Purchaser/ User means ultimate recipient of goods and services

  • Available Equity Amount means a cumulative amount equal to (without duplication):

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Acquisition Price means the fair market value of the securities, cash or other property, or any combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

  • Available Excluded Contribution Amount means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as determined by the Borrower in good faith, but excluding any Cure Amount) received (or deemed received) by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Half-value layer (HVL) means the thickness of specified material which attenuates the beam of radiation to an extent such that the AKR is reduced by one-half of its original value. In this definition, the contribution of all scattered radiation, other than any which might be present initially in the beam concerned, is deemed to be excluded.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Per Share Purchase Price equals $1.00, 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.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.