Qualifying Consideration definition
Qualifying Consideration means, with respect to any Acquisition, all cash consideration paid by the Parent and the Consolidated Parties, other than consideration consisting of (A) Capital Stock of the Parent issued to the seller of the Capital Stock or Property acquired in such Acquisition, (B) the proceeds of any Equity Issuance by the Parent consummated in connection with and for the purpose of financing such Acquisition, (C) the proceeds of Subordinated Indebtedness issued by the Parent pursuant to Section 8.1(f) and (D) the principal amount of any assumed Indebtedness.
Qualifying Consideration with respect to any transaction means, consideration, at least seventy-five percent (75%) of which constitutes cash and Marketable Securities and the remaining portion of which consists solely of promissory notes, if any, with terms and in form identical (other than names of payees, amounts to each payee and notice addresses) to, and issued by the same issuer as, the promissory notes included in the consideration paid to the Class B Permitted Holders in such transaction; provided that the amount of notes to be received by the Stockholders (other than the Class B Permitted Holders) (on a per share basis with respect to Specified Equity Securities) in such transaction shall not be higher than the amount of notes that the Class B Permitted Holders will receive as consideration for the Specified Equity Securities sold in such transaction (on a per share basis).
Qualifying Consideration has the meaning specified in the definition ------------------------ of "Permitted Acquisition."
Examples of Qualifying Consideration in a sentence
To self-assess tax, the constructive importer must fill out line 405 of Form GST34-2, Goods and Services Tax/ Harmonized Sales Tax (GST/HST) Return for Registrants or Form GST59, GST/HST Return for Imported Taxable Supplies, Qualifying Consideration, and Internal and External Charges, if the constructive importer is a non- registrant.
More Definitions of Qualifying Consideration
Qualifying Consideration means, with respect to any acquisition, all cash and non-cash consideration actually paid or required to be paid by the Borrower Affiliated Group, including the principal amount of any assumed Indebtedness and deferred amounts in the nature of holdbacks (to the extent not distributed to any member of the Borrower Affiliated Group), other than consideration consisting of (a) the value attributable to any Equity Securities of the Borrower issued to the seller of the capital stock or property acquired in such acquisition, (b) the proceeds of any issuance by the Borrower of Equity Securities consummated in connection with and for the purpose of financing such acquisition and (c) the proceeds of Subordinated Indebtedness issued by the Borrower pursuant to Section 6.1(l).
Qualifying Consideration is defined in Section V.
Qualifying Consideration means, with respect to any Acquisition, all cash consideration (including any earnout obligations) paid by the Consolidated Parties, other than consideration consisting of (A) Capital Stock of the Parent issued to the seller of the Capital Stock or Property acquired in such Acquisition, (B) the proceeds of any Equity Issuance by the Parent consummated in connection with and for the purpose of financing such Acquisition, (C) the proceeds of Subordinated Indebtedness issued by the Borrower pursuant to Section 8.1(g), (D) the principal amount of any assumed Indebtedness and (E) with respect to earnout obligations, all earnout obligations shall be excluded from the calculation of the aggregate consideration for an Acquisition for purposes of calculating the baskets in clause (f) of the definition of “Permitted Acquisition” until such time as the amount of such earnout obligations is determinable (except to the extent that (A) the earnout is permitted by its terms to be satisfied by an equity issuance (other than preferred stock or other preferred equity interest that
Qualifying Consideration means, with respect to any Acquisition, all cash consideration (including any earnout obligations) paid by the Consolidated Parties, other than consideration consisting of (A) Capital Stock of the Parent issued to the seller of the Capital Stock or Property acquired in such Acquisition, (B) the proceeds of any Equity Issuance by the Parent consummated in connection with and for the purpose of financing such Acquisition, (C) the proceeds of Subordinated Indebtedness issued by the Borrower pursuant to Section 8.1(g), (D) the principal amount of any assumed Indebtedness and (E) with respect to earnout obligations, all earnout obligations shall be excluded from the calculation of the aggregate consideration for an Acquisition for purposes of calculating the baskets in clause (f) of the definition of “Permitted Acquisition” until such time as the amount of such earnout obligations is determinable (except to the extent that (A) the earnout is permitted by its terms to be satisfied by an equity issuance (other than preferred stock or other preferred equity interest that (x) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (y) is or may become redeemable or repurchaseable by the Credit Parties or any Subsidiary at the option of the holder thereof, in whole or in part or (z) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred equity interests described in this parenthetical) by the Parent, and (B) the Parent or its Subsidiaries have not paid such amount in cash, irrevocably agreed by contract or otherwise to pay such amount in cash or eliminated the option to pay such amount by an equity issuance). For purposes of clarity, an irrevocable notice to pay an earnout in cash shall be deemed an agreement to pay such earnout in cash and the amount of earnouts incurred shall be subject to the limit set forth in Section 8.1(l).
Qualifying Consideration means, with respect to any acquisition, all cash and non- cash consideration actually paid or required to be paid by the Company or any of its Subsidiaries, including the principal amount of any assumed Debt and deferred amounts in the nature of holdbacks (to the extent not distributed to the Company or any of its Subsidiaries), other than consideration consisting of (a) the value attributable to any Equity Securities of the Company issued to the seller of the Capital Stock or property acquired in such acquisition and (b) the proceeds of any issuance by the Company of Equity Securities.