Qualifying Cash Consideration definition

Qualifying Cash Consideration means cash consideration for each share of common stock of the Company received pursuant to a Capital Reorganization that equals or exceeds the lesser of (i) the Exercisability Value or (ii) the greater of (A) the Exercise Price compounded at an annual rate of 30% for the period from April 3, 1998 to the end of the calendar month immediately preceding the consummation of such Capital Reorganization or (B) a per share amount equal to the IPO Offering Price compounded at an annual rate of 20% for the period from the date on which a Qualified IPO is consummated to the end of the calendar month immediately preceding the consummation of such Capital Reorganization.
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Qualifying Cash Consideration means cash consideration for each share of common stock of the Company received pursuant to a Capital Reorganization that equals or exceeds the lesser of (i) $6.00 per share or (ii) the greater of (A) a per share amount equal to $1.40 compounded at an annual rate of 30% for the period from April 3, 1998 to the end of the calendar month immediately preceding the consummation of such Capital Reorganization or (B) a per share amount equal to the IPO Offering Price compounded at an annual rate of 20% for the period from the date on which a Qualified IPO is consummated to the end of the calendar month immediately preceding the consummation of such Capital Reorganization. Upon the completion of a Common Stock Reorganization, each of the per share amounts set forth in the foregoing sentence shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a dollar amount determined by multiplying such amount in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization.
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Qualifying Cash Consideration means cash consideration for each share of common stock of the Company received pursuant to a Capital Reorganization that equals or exceeds the lesser of (i) $6.00 per share or (ii) the greater of (A) a per share amount equal to $1.40 compounded at an annual rate of 30% for the period from April 3, 1998 to the end of the calendar month immediately preceding the consummation of such Capital Reorganization or (B) a per share amount equal to the IPO Offering Price compounded at an annual rate of 20% for the period from the date on which a Qualified IPO is consummated to the end of the calendar month immediately preceding the consummation of such Capital Reorganization. Upon the completion of a Common Stock Reorganization, each of the per share amounts set forth in the foregoing sentence shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a dollar amount determined by multiplying such
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Related to Qualifying Cash Consideration

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

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

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

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

  • 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.

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

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

  • 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.

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

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

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

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

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

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Cash Payment has the meaning set forth in Section 2.2(b).

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

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

  • Earnout Amount has the meaning set forth in Section 2.7(a).

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

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”