Series B Cash Consideration definition

Series B Cash Consideration means the sum of (x) $25.00 plus (y) any accrued and unpaid dividends on a share of Series B Preferred Stock to the Effective Time plus (z) an amount equal to the aggregate amount of dividends that would have accrued on each such share of Series B Preferred Stock between the Effective Time and May 10, 2007 had such share remained outstanding through May 10, 2007. The term “Series B Merger Approval” means approval of the Merger by the holders of at least two-thirds of the outstanding shares of Sizeler Series B Preferred Stock, given in person or by proxy and in writing or at a meeting.
Sample 1
Series B Cash Consideration means the aggregate Cash Consideration to be distributed to holders of the Outstanding Shares of Series B Preferred pursuant to this Agreement.
Sample 1
Series B Cash Consideration means $4,377.00.
Sample 1

Examples of Series B Cash Consideration in a sentence

  • If the Series B Merger Approval is not obtained prior to the Effective time, then Acquiror shall not deposit the Series B Cash Consideration.

  • The Series B Exchange Ratio is calculated by dividing (i) the quotient obtained by dividing (A) the Series B Merger Consideration less the Series B Cash Consideration, by (B) the number of Outstanding Shares of Series B Preferred, by (ii) the Trading Price.

  • As a result, the Series A Cash Consideration Per Share, the Series B Cash Consideration Per Share, the Warrant Cash Consideration Per Share and the Common Cash Consideration Per Share, as the case may be, to which each Effective Time Company Stockholder is entitled to receive pursuant to Section 2.7(d) and Section 2.7(h) shall be reduced by an amount obtained by multiplying (x) such Effective Time Company Stockholder’s Pro Rata Portion by (y) the Escrow Amount, rounded to the nearest cent.

  • Prior to the Closing, Acquiror and the Company shall select a bank or trust company to act as paying agent (the "Paying Agent") for payment of the Merger Consideration and the Series B Cash Consideration (if the Series B Merger Approval is obtained prior to the Effective Time) upon surrender of Certificates.

  • Acting on such permission, she went onto the said parcel of land on the 24th June 2004 and cleared it of a growth of bush and a dilapidated structure.

  • Prior to the Closing, Acquiror and the Company shall select a bank or trust company to act as paying agent (the “Paying Agent”) for payment of the Merger Consideration and the Series B Cash Consideration (if the Series B Merger Approval is obtained prior to the Effective Time) upon surrender of Certificates.

  • Each holder of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time shall be entitled to receive the following: (i) the number of shares of Parent Common Stock that is equal to the Series B Exchange Ratio for each share of Company Series B Preferred Stock (the “Series B Share Consideration”), and (ii) an amount of cash that is equal to the Series B Cash Consideration for each share of Company Series B Preferred Stock.


More Definitions of Series B Cash Consideration

Series B Cash Consideration means, for each share of Series B Preferred, the product obtained by multiplying (a) the sum of the Liquidation Value of the Series B Preferred plus the Participation Value of the Series B Preferred, by (b) the quotient obtained by dividing (i) the Cash Consideration by (ii) the sum of the Cash Consideration plus the Acquiror Common Stock Consideration Value less the Option Consideration Value.
Sample 1
Series B Cash Consideration means 20% of the Series B Preference Amount.
Sample 1
Series B Cash Consideration means, subject to Section 2.1.2(g), the quotient (calculated to the fourth decimal place and truncated thereafter) obtained by dividing Thirty-Two Thousand Two Hundred Twenty-Three Dollars ($32,223) by the Company Series B Preferred Stock outstanding on the Closing.
Sample 1

Related to Series B Cash Consideration

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

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

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

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

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

  • 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).

  • 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.

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

  • Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

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

  • 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.

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

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

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

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Base Merger Consideration means an amount equal to $1,855,000,000.