Securities Consideration definition

Securities Consideration means debt or equity securities in Buyer, in an amount and form to be determined by Buyer in an amount and form reasonably acceptable to Buyer, including as to subordination.
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Securities Consideration is defined in Section 2.2(b).
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Securities Consideration means the securities described in Schedule 9.2.
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Examples of Securities Consideration in a sentence

  • Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement.

  • If holders of Common Stock are given any choice as to the Securities Consideration and Alternate Consideration to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

  • Seller understands that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents.

  • The Securities Consideration will be duly authorized and validly issued and, upon the issuance of the Securities Consideration as set forth in Section 2.2(b), will be fully paid, nonassessable and free of preemptive rights.

  • If holders of Common Stock are given any choice as to Securities Consideration and Alternate Consideration to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

  • The Securities Consideration have been duly and validly authorized and, when issued and delivered to and paid for by Seller in accordance with the terms of this Agreement, will be duly and validly issued and fully paid and non-assessable and will conform to the descriptions thereof contained in Parent’s Registration Statement on Form 8-A filed with the SEC on April 7, 2014 (the “Form 8-A”); and the issuance of such shares of TransEnterix Stock is not subject to any preemptive or similar rights.

  • In addition to resale restrictions imposed under US securities Laws, there may be additional restrictions on such Seller’s ability to resell any of the Securities Consideration under the laws governing the resale of securities in the country in which such Seller is organized and in which the Securities Consideration are sold.

  • Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer or Parent that Seller has relied on that is not contained in this Agreement.

  • Applicable VAT shall be added to any payment of the Cash Consideration and/or the Securities Consideration and/or the Additional Consideration and paid by Buyers and/or Parent (against a VAT invoice) to the Seller, unless an exemption is available to the Buyers and/or Parent as applicable.

  • The Securities Consideration does not exceed 19.99% of the outstanding shares of TransEnterix Stock.


More Definitions of Securities Consideration

Securities Consideration. Securities Consideration shall mean all common stock, preferred stock not convertible into the common stock of the issuer, bonds and debentures, issued by a corporation, partnership, trust, governmental unit or political subdivisions of same, listed for trading on a national of any country or regional stock exchange with in the United States or quoted on the Nasdaq National or Nasdaq Small Cap over-the-counter markets, partnership interests, limited partnership interests, voting-trust certificates, collateral-trust certificates, certificates of interest in property (tangible or intangible), and investment contracts received by Licensee and/or any one (1) or more Maxpop Shareholders, or which Licensee and/or any one (1) or more Maxpop Shareholders have a right to receive, as consideration for an Acquisition.
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Securities Consideration is defined in Section 2.3.2.
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Related to Securities Consideration

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

  • 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).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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