Second Consideration definition

Second Consideration means a further sum payable for the Shares determinable and payable in accordance with clause 3.2;
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Second Consideration as defined in Recital (C);
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Second Consideration means an aggregate amount of €4,670,025, payable to each Seller in the amount set out beside their name in column 7 of the table in Part A of Schedule 1;
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Examples of Second Consideration in a sentence

  • PASSED on the Second Consideration by the Board of Mayor and Aldermen of the Town of Atoka, Tennessee on the 10th day of August, 2021.

  • Second: Consideration of adding new regulations to Chapter 387 of the Nevada Administrative Code to establish the procedural language for the “emergency school construction fund” found in AB 597 of the 1999 Legislative Session.

  • Consistent with any collective bargaining agreements and the City’s Card Check Ordinance, First Source Hiring, Human Rights Commission, Seismic Retrofit Employment Program, Section 3, First Consideration for hiring for all permanent jobs on Treasure Island should go to qualified Homeless or Economically Disadvantaged persons and Second Consideration to qualified San Francisco residents, with first priority given to residents of Treasure Island.

  • Consistent with any collective bargaining agreements in the building trades, First Consideration for hiring on all construction projects on Treasure Island shall go to qualified Homeless or Economically Disadvantaged persons and Second Consideration to qualified San Francisco residents with preference for residents of Treasure Island.

  • And the payment for the Second Consideration shall in no event cause any material adverse impact on the Purchaser’s ordinary course of business.

  • The Second Closing Conditions: The Closing has been consummated in accordance with this Agreement; and the Purchaser shall have received sufficient additional funds through the implementation of a refinancing or any other way of financing (including but without limitation, bank loans, etc.) made available to the Purchaser and the payments made by the Purchaser for the Second Consideration shall in no event cause any material adverse impact on the Purchaser’s ordinary course of business.

  • Completion Completion should take place on the Completion Date (but no later than the Long Stop Date) on which the Second Consideration will be paid by the Purchaser to Vendor E in accordance with the Share Purchase Agreement.

  • Motion by Jorgensen, second by Shea, to approve First Consideration of Ordinance No. 2024-02 to amend Pottawattamie County, Iowa Zoning Ordinance, Chapter 8.004.095 Accessory Dwelling Unit; and to set date for Second Consideration for February 2o, 2024, at 10:00 A.M.Roll Call Vote: AYES: Miller, Belt, Wichman, Shea, Jorgensen.

  • Assets to be acquired Pursuant to the Second Acquisition Agreement, the Company has conditionally agreed to acquire, and Vendor E has conditionally agreed to sell, the Second Sale Shares for the Second Consideration.

  • Matt Wyant/Director, Planning and Development – Public Hearing and First Consideration of Ordinance No. 2024-01, an ordinance to amend the Official Zoning Map of Pottawattamie County, Iowa by changing the district designation of approximately 35.94 acres from a Class A-3 (Riverfront and Ag Production) to Class I-1 (Limited Industrial) District; and setting date for Second Consideration.

Related to Second Consideration

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

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

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

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

  • 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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Base Consideration is defined in Section 2.2.

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

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

  • Scheme Consideration means, in respect of:

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

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

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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