Stock Consideration Recipients definition

Stock Consideration Recipients means certain of the Seller's Lenders whom the Seller designates to receive the Stock Consideration;
Sample 1

Examples of Stock Consideration Recipients in a sentence

  • Following the termination of the Indemnification Holdback Period, Buyer shall deliver to the Stock Consideration Recipients the remaining portion of the Indemnification Holdback Shares, if any, not required to satisfy any claim of Losses, subject to the subsequent resolution of the matter in the manner provided in this Article 7 in the amounts directed by the Representative.

  • Promptly following the Effective Time and upon delivery of a duly executed Stock Power (the “Stock Power”) in form reasonably acceptable to counsel for Holdings, Holdings shall issue to the Shareholder, certificates registered in the name of the Stock Consideration Recipients representing the number of shares of Stock Consideration that each Stock Consideration Recipient shall be entitled to receive as set forth in Section 2.1(a).

  • The Stock Consideration Recipients shall not transfer any shares of Parent Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Parent Common Stock (whether such shares of Parent Common Stock or any such securities are held by Seller as of the date of this Agreement or are thereafter acquired) except as provided in the Lock-up Agreements.

  • The Parent Common Stock issued to the Stock Consideration Recipients pursuant to this Agreement, including the Indemnification Holdback Shares, will be deemed to have been acquired by such Person at the Closing as provided in Rule 144(d)(3)(iii) under the Securities Act, thus starting the applicable Rule 144 holding period.

Related to Stock Consideration Recipients

  • 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).

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

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

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

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

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

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

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

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

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Independent Consideration shall have the meaning as set forth in Section 2.14.

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

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

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

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

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

  • 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.

  • 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.

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

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

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

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

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