Second Transaction Consideration definition
Second Transaction Consideration means the sum of all amounts to be received, directly or indirectly, by Stockholder and his Affiliates (excluding officers and directors of the Company) in connection with or as a result of a Second Transaction or any agreements or arrangements entered into, directly or indirectly, by Stockholder or his Affiliates as a part of or in connection with the Second Transaction.
Second Transaction Consideration means all cash, securities, settlement or termination amounts, notes or other debt instruments, liquidating or dividend distribution, and other consideration received or to be received, directly or indirectly, by the Company Stockholder and his, her or its Affiliates (without duplication of any amounts paid in respect of Alternative Transaction Consideration or its equivalent in any other tender and support or support agreement between a stockholder of the Company Affiliated with the Company Stockholder and Parent) in respect of the Subject Shares as a result of the Second Transaction or any agreements or arrangements (including, without limitation, any employment agreement (except a bona fide employment agreement pursuant to which the Company Stockholder is required to devote, and under which the Company Stockholder in good faith agrees to devote, substantially all of his, her or its business time and effort to the performance of executive services for the Company in a manner substantially similar to the current employment arrangements of the Company’s executive officers), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement and/or release agreement) entered into, directly or indirectly, by the Company Stockholder or any of his, her or its Affiliates with the Company as a part of or in connection with the Second Transaction. For purposes of the foregoing definition of Second Transaction Consideration, neither the Company nor any of its Subsidiaries shall be deemed an Affiliate of the Company Stockholder.
Second Transaction Consideration means all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by the Stockholder in respect of its Owned Shares in connection with or as a result of the Second Transaction.
Examples of Second Transaction Consideration in a sentence
As used in this Section 3(c), "Profit" will mean an amount equal to the excess, if any, of (y) the Second Transaction Consideration over (z) the Current Transaction Consideration.
As used in this Section 5.3, Profit shall mean an amount equal to the excess, if any, of (i) the Second Transaction Consideration (as defined below) received or receivable with respect to a Stockholder's Owned Shares over (ii) the Existing Consideration received or receivable with respect to a Stockholder's Owned Shares.
As used in this Section 3(c), "PROFIT" will mean an amount equal to the excess, if any, of (y) the Second Transaction Consideration over (z) the Current Transaction Consideration.
As used in this Section 3(c), Profit shall mean an amount equal to the excess, if any, of (y) the Second Transaction Consideration over (z) the Current Transaction Consideration.
More Definitions of Second Transaction Consideration
Second Transaction Consideration means the total amount of all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by the Shareholder, the Company and any of their respective Affiliates (other than SMF, its subsidiaries and any directors, officers or employees of the Shareholder, the Company, their Affiliates, SMF or its subsidiaries) in connection with or as a result of the Second Transaction or any agreements or arrangements entered into, directly or indirectly, by the Shareholder, the Company or any of their respective Affiliates (other than SMF, its subsidiaries and any directors, officers or employees of the Shareholder, the Company, their Affiliates, SMF or its subsidiaries) with SMF as a part of or in connection with the Second Transaction.
Second Transaction Consideration means the sum of all amounts to be received, directly or indirectly, by a Selling Stockholder and his affiliates (excluding officers and directors of TravelNow) in connection with or as a result of a Second Transaction or any agreements or arrangements entered into, directly or indirectly, by the Selling Stockholder or his affiliates as a part of or in connection with the Second Transaction.
Second Transaction Consideration means all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by the Stockholder and his Affiliates (excluding officers and directors of the Company and excluding any Affiliate of Stockholder which is a party to a Stockholder Agreement of even date herewith with Parent, Sub and the Company in substantially the same form as this Agreement and which obligates such Affiliate to deliver to Parent any Profit recovered by such Affiliate as a stockholder of the Company) in connection with or as a result of the Second Transaction or any agreements or arrangements (including, without limitation, any employment agreement (except a bonafide employment agreement pursuant to which the Stockholder is required to devote, and under which Stockholder in good faith intends to devote, substantially all of his business time and effort to the performance of executive services for the Company in a manner substantially similar to Stockholder's current employment arrangements with the Company), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by the Stockholder or his Affiliates (excluding officers and directors of the Company) with the Company as a part of or in connection with the Second Transaction.