Consent Payment Amount definition

Consent Payment Amount means the product of (a) the aggregate liquidation preference of all issued and outstanding shares of Preferred Stock and (b) the sum of all Fee Amounts for all classes or series of Senior Securities or indebtedness with respect to which a fee was paid in connection with any consent or waiver referred to in Section 6(b) hereof.
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Consent Payment Amount means any amount paid or incurred by a party (x) to obtain Consents with respect to the sale, transfer or assignment, or deemed sale, transfer or assignment, of any Purchased Assets (notwithstanding the non-transfer provisions of Section 2.4), including as set forth in Section 2.3(b)(iv) and Section 2.6(b), (y) to obtain for the benefit of Purchaser or one or more of its Designees any replacement license, Contract or asset to replace any license, other Contract or other asset that would have been a Purchased Asset had the Consent contemplated by clause (x) been obtained where such Consent has not been obtained or (z) the administrative or relacement cost incurred by Purchaser or one or more of its Designees in order to transfer or obtain a substantially equivalent enterprise software license agreement from Microsoft Corporation or its Affiliates to provide such rights of use as Seller and/or the Other Sellers have pursuant to Seller’s enterprise software license agreement from Microsoft Corporation with respect to the Business as of the date hereof; provided, however, that in no event shall any costs other than the initial consent related amount or replacement amount be considered a Consent Payment Amount hereunder. For the avoidance of doubt, costs associated with volume, seat licenses or renewal or recurring fees shall not be considered a Consent Payment Amount hereunder.
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Consent Payment Amount means any amount paid or incurred by a party to obtain a Consent.
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Examples of Consent Payment Amount in a sentence

  • The Consent Payment Amount shall be payable pro rata to all Holders of record of Preferred Stock as of the date of the announcement of the proposed merger, consolidation or transfer of all or substantially all assets.

  • If payment of the Consent Payment Amount (or any portion thereof) in cash would violate any agreement to which the Company is a party or any terms of any debt or equity security of the Company then outstanding, then such payment or portion thereof may be made in additional shares of Preferred Stock.

  • If making such payment in additional shares of Preferred Stock would constitute such a violation, then such payment (or portion thereof) may be postponed until the terms of such agreement or debt or equity security would permit payment of the unpaid portion of the Consent Payment Amount in cash or Preferred Stock.

  • Company Payment Amounts Subject to the terms of your Exchange Agreement, the Company will pay the Company Exchange Payment Amount, Company Repurchase Payment Amount, if any, and Company Consent Payment Amount to you by wire transfer of immediately available funds to the account at the bank in the United States of America specified in Annex A of the Exchange Agreement.

  • If any fee is paid to any holder of Senior Securities or indebtedness in connection with obtaining the foregoing consent or waiver, the Company shall pay to the Holders of the Preferred Stock an amount in cash equal to, in the aggregate, the Consent Payment Amount.

  • Buyer shall provide such assistance to Seller without charge to Seller; provided that, to the extent that any third party requests or requires any payment in connection with any Consent in connection with the assignment or transfer of any Contract pursuant to this Agreement, such payment shall be a Consent Payment Amount.

  • Any economic effect of any such modification, modification or amendment shall be a Consent Payment Amount.


More Definitions of Consent Payment Amount

Consent Payment Amount has the meaning given to such term in Section 1.2(c).
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Consent Payment Amount means any amount paid or incurred by a party (x) to obtain Consents with respect to the sale, transfer or assignment, or deemed sale, transfer or assignment, of any Purchased Assets (notwithstanding the non-transfer provisions of Section 2.4), including as set forth in Section 2.3(b)
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Consent Payment Amount means any amount paid or incurred by a party (x) to obtain Consent or a Reorganization Arrangement, (y) to obtain for the benefit of Parent, the Purchaser, the Company or any of their respective affiliates or subsidiaries any replacement in lieu of, or under the terms of, any Consent or Reorganization Arrangement, or (z) that is an administrative or replacement cost incurred by Parent, the Purchaser, the Company or any of their respective affiliates or subsidiaries in order to transfer or obtain substantially equivalent rights in lieu of, or under the terms of, any Consent or Reorganization Arrangement. For the avoidance of doubt, the marginal economic effect from and after the Closing of any modification of, or amendment to, any Contract shall be deemed to constitute a Consent Payment Amount. Solely for illustrative purposes, if a Contract provides for provision of product to the Company at a cost per unit of $1 and the Contract is modified to provide for a cost per unit of $1.10, the $0.10 per unit shall be a Consent Payment Amount.
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Related to Consent Payment Amount

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Payment Amount as defined in Section 3.5.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Installment Payment Date means the date on which an installment payment of an assessment is payable.

  • Monthly Payment Amount means, with respect to each Payment Date, a payment equal to the amount of interest which has accrued during the related Interest Accrual Period, computed at the Interest Rate.

  • Agreement Payment means a Payment paid or payable pursuant to this Agreement.

  • Installment Amount means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x) the quotient of (I) the Principal amount outstanding under this Note as of the initial Installment Date, divided by (II) the number of Installment Dates occurring hereunder (as determined as of the initial Installment Date assuming no Deferrals, Accelerations, redemptions or conversions hereunder prior to the Maturity Date) and (y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii) with respect to the Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d) and included in such Installment Amount in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest and Make-Whole Amount with respect thereto as of such Installment Date under this Note, if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the each unpaid Installment Amount hereunder.

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).

  • Settlement Amount means, with respect to a party and any Early Termination Date, the sum of: --

  • Repayment Amount means the amount to be paid by the Recipient to the OPWC on each payment date of each year during the Term pursuant to the terms and conditions of the Note.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • Delta Payment means as it is described in this Agreement.

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Auction Amount has the meaning assigned to such term in the definition of “Dutch Auction”.

  • Gross Settlement Amount means $633,000.00 which is the total amount Defendant agrees to pay under the Settlement except as provided in Paragraph 9 below. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Expenses, Class Representative Service Payment and the Administrator’s Expenses.

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

  • Prepayment Amount means the amount required to prepay the Annual Special Tax obligation in full for an Assessor’s Parcel as described in Section G.

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Installment Payments shall have the meaning set forth in Section 5(b)(ii).

  • Interest Distribution Amount With respect to any Distribution Date and any Class A Certificates, any Mezzanine Certificates and any Class CE Certificates, the aggregate Accrued Certificate Interest on the Certificates of such Class for such Distribution Date.

  • Earnout Payment has the meaning set forth in Section 2.3(b).