Without Consideration definition

Without Consideration means, with respect to a transfer of an Option, that the transfer is being made purely as a gift or donation, with no promise or receipt of payment, goods, services or other thing of value in exchange for the Option; provided, however, if the terms of a transfer of Options to an otherwise Permitted Transferee require that, upon proper notice of exercise of such Options, (i) Fannie Mae may reduce the number of shares of Common Stock or sell such number of shares of Common Stock otherwise deliverable thereunder to the extent required to fund any additional withholding tax on behalf of the Eligible Employee necessitated by the exercise, delivering only the balance of the shares of Common Stock due upon exercise of the Option to the Permitted Transferee, and/or (ii) the Permitted Transferee sell the shares of Common Stock so received upon exercise of the Option, apply a portion of the net proceeds of the exercise to the payment of any additional taxes, fees or other costs or expenses incurred by the donor Eligible Employee in connection with or as a result of such transfer and then deliver (if an intermediary) or retain (if an organization described in Section 170(c) of the Code) the remaining net proceeds from such sales of shares of Common Stock, the transfer shall nevertheless continue to be Without Consideration for the purposes hereof. A distribution of an Option by an entity or trust described in Section 1.2(19)(iv) or (v) to an owner or beneficiary thereof shall be treated as a transfer Without Consideration.
Without Consideration means a complete transfer of Village property to the Town without cost to the Town.
Without Consideration means that the sponsor/owner is transferring the equipment/system to the FAA free of cost or condition, and that similarly the FAA must not impose any costs or conditions on the Sponsor with respect to future operation and maintenance.

Examples of Without Consideration in a sentence

  • Accounts denominated in Shares immediately prior to a Change in Control shall, following such Change in Control, be denominated in (a) such form of consideration as the Participant would have received had the Participant been the owner of record of such Shares at the time of such Change in Control, in the case of a Change in Control With Consideration and (b) Shares, in the case of a Change in Control Without Consideration.

  • In the event of any change in the number of shares of Stock of the Company outstanding by reason of any other event or transaction, the Committee may, to the extent deemed appropriate by the Committee, make such adjustments in the number and class of shares of Stock with respect to which Awards may be granted.(b)Increase or Decrease in Issued Shares Without Consideration.

  • Article 341.Running of the Time Period of Limitation of Actions in the Case of Leaving a Claim Without Consideration If a claim is left by a court without consideration, then the running of a time period of limitation of actions that began before the filing of the action shall continue in the regular manner.

  • For purposes of this Section 17.2(b), (I) "Change of Control With Consideration" shall mean a Change of Control in which shares of Common Stock are exchanged or surrendered for shares, cash or other property and (II) "Change of Control Without Consideration" shall mean a Change of Control pursuant to which shares of Common Stock are not exchanged or surrendered for shares, cash or other property.

  • Edim Yukumlerinden Bağımsız Borc İlişkisi (Debts Without Consideration).

  • On 30 December 2011, the Anqing Municipal Government approved the transfer of the entire Hualiangting Hydropower Station to Huaneng Group without consideration in its Official Reply on the Transfer of the State-owned Assets of Anqing Hualiangting Hydropower Station Without Consideration (Yi Zheng Mi [2011] No.249).

  • As announced in NIEC’s “Notice Regarding Acquisition Without Consideration and Cancellation of Stock Options (Share Acquisition Rights)” today, since some of the share acquisition rights issued by NIEC as stock options become available for acquisition without consideration by NIEC as a result of the resignation, etc.

  • The Opinion Should Be Depublished Because It Allows a Term of a Public Agency Contract to be Voided Without Consideration of the Contract, Yet Provides No Analysis of the Issue.Even though the effect of the Opinion is to render unenforceable the term of a settlement agreement, the Court of Appeal refused to take judicial notice of the underlying settlement agreement, holding that the case was not an action on a contract.

  • The Proposed Acquisition – Without Consideration of Jurisdictional Conflicts – Violates the Department’s Own Land Acquisition Regulations.

  • The permittee shall operate the fabric filter control system whenever repair sanding is occurring inside the repair sanding booth.

Related to Without Consideration

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

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

  • Share Consideration has the meaning set forth in Section 5.1.

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

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

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

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

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

  • Total Consideration means, with respect to an Acquisition, the sum (but without duplication) of (a) cash paid or payable in connection with any Acquisition, whether paid at or prior to or after the closing thereof, (b) indebtedness payable to the seller in connection with such Acquisition, including all “earn-out” and other future payment obligations subject to the occurrence of any contingency (provided that, in the case of any future payment subject to a contingency, such shall be considered part of the Total Consideration to the extent of the reserve, if any, required under GAAP to be established in respect thereof by any Loan Party or any Subsidiary of a Loan Party), (c) the fair market value of any equity securities, including any warrants or options therefor, delivered in connection with any Acquisition (other than issuances of equity securities to employees of the Acquired Business), (d) the present value of covenants not to compete entered into in connection with such Acquisition or other future payments which are required to be made over a period of time and are not contingent upon any Loan Party or its Subsidiary meeting financial performance objectives (exclusive of salaries paid in the ordinary course of business) (discounted at the Base Rate), but only to the extent not included in clause (a), (b) or (c) above, and (e) the amount of indebtedness assumed in connection with such Acquisition.