Restricted Consideration definition

Restricted Consideration is an interest in AOL Time Warner or an entity that, directly or indirectly, owns interests in cable systems or cable programming networks which are attributable under then current FCC Regulations to AOL Time Warner.
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Restricted Consideration means the portion of the Transaction Consideration payable to the Vesting Shareholder that is subject to the Transaction Consideration Vesting Agreement. “Returns” has the meaning set forth in Section 3.21(b). “Section 338(h)(10) Election” has the meaning set forth in Section 7.10(f). “Section 1542” has the meaning set forth in Section 7.11(k).
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Restricted Consideration means the portion of the Merger Consideration payable to any Stockholder that is subject to a Stock Vesting Agreement.
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Examples of Restricted Consideration in a sentence

  • If, prior to the date on which the Restricted Consideration is fully vested, there is a change in control of Wolt or DoorDash or the key employee’s employment is involuntarily terminated without “cause,” due to such key employee’s death or “disability” or for “good reason,” then a portion of such key employee’s then-unvested Restricted Consideration will become immediately vested, subject to such key employee (or his or her estate, as applicable) timely signing and not revoking a release of claims.

  • A sale or other transfer, conversion or exchange to any person or persons unaffiliated with Grantor for any consideration other than cash, provided it is not for Restricted Consideration.

  • For the avoidance of doubt, the conversion of TWE to a corporation in connection with the registration rights process under the TWE Partnership Agreement, and the TWE Restructuring, each would be deemed to be an Alternate Disposition for Restricted Consideration.

  • QPFL maintains and pays the premium for directors and officers insurance policy on behalf of the directors and officers of QPFL.page 28 RELATED PARTY INTERESTS David GoldDavid Gold a Director of QPFL, performs the role of Chief Executive Officer he is also the Director of Sales & Information Technology.

  • If at any time after an Alternate Disposition any Restricted Consideration received in such Alternate Disposition ceases to be Restricted Consideration, the consideration will be treated as set forth in this Section 5(e) with respect to consideration that is not Restricted Consideration.

  • Actions the Agency May Take to Remove or Overcome Any Barriers that Led to the Restricted Consideration Before Any Subsequent Acquisition For the Supplies or Services.

  • In addition, certain key employees of Wolt entered into stock restriction agreements with DoorDash prior to the execution of the Share Purchase Agreement, which agreements provide the Restricted Consideration will be subject to a four-year time-based vesting schedule as set forth in the stock restriction agreement, subject to the key employee’s continued employment with Wolt, DoorDash or one of their subsidiaries through the applicable vesting date.

  • A sale or other transfer, conversion or exchange to any person or persons unaffiliated with Grantor for Restricted Consideration.

  • In the event that dividends or distributions are paid in respect of any portion of the Disposition Property, the Operating Trustee shall cause to be distributed to Grantor as soon as practicable following receipt any such dividends or distributions to the extent they consist of: (i) any cash; or (ii) following approval by the Media Bureau pursuant to the procedure described in Section 5(e), any assets which do not constitute Restricted Consideration.

  • The Bill seeks to support a transition to a low-carbon economy through the enforcement of sectoral emissions targets and carbon budgets which provide a legal mechanism for aligning high emitting sectors and companies with the country’s GHG emissions trajectory (DEFF, 2022:13).

Related to Restricted Consideration

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • 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.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • 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.

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

  • Additional Consideration has the meaning set forth in Section 3.2.

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

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

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Restricted Common Stock means shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a).

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

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

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

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

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

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Qualified Equity Interests means all Equity Interests of a Person other than Disqualified Equity Interests.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;