Securities Consideration definition

Securities Consideration means debt or equity securities in Buyer, in an amount and form to be determined by Buyer in an amount and form reasonably acceptable to Buyer, including as to subordination.
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Securities Consideration is defined in Section 2.2(b).
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Securities Consideration means the securities described in Schedule 9.2.
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Examples of Securities Consideration in a sentence

  • If holders of Common Stock are given any choice as to the Securities Consideration and Alternate Consideration to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

  • Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement.

  • The Securities Consideration will be duly authorized and validly issued and, upon the issuance of the Securities Consideration as set forth in Section 2.2(b), will be fully paid, nonassessable and free of preemptive rights.

  • Participating holders that do not participate in the Dutch Auction and elect to receive solely Early Securities Consideration or Late Securities Consideration that validly tender (x) and do not validly withdraw prior to the Early Tender Time will receive Early Securities Consideration and (y) after the Early Tender Time but prior to the Expiration Time will receive Late Securities Consideration.

  • If holders of Common Stock are given any choice as to Securities Consideration and Alternate Consideration to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

  • The Parties agree that if they are not delivered at closing, Buyer shall deliver to such Seller within 30 days of the Closing the certificate(s) representing the Securities Consideration.

  • Church Capital HIGH Net Worth Institutions 0.49 0.51 Equity Fixed Income Cash Other 0.53 0.38 0.07 0.02 Church Capital / Bainbridge Securities Consideration at Closing Cash...........................................

  • The Securities Consideration, when issued and allotted at the Closing in accordance with this Agreement will be duly authorized, validly issued, fully paid, non-assessable, and free of any pre-emptive rights, and will have the rights, preferences, privileges, and restrictions set forth in the Articles of Association of Cimatron as in effect from time to time, and will be free and clear of any Liens, except as set forth in this Agreement and the Ancillary Agreements thereof.

  • The Securities Consideration and the Earnout Consideration are allocable among the Sellers as set forth in Schedule 2.1.

  • As such, each Seller agrees that in the event that he terminates his relationship with the Company without Good Reason (as defined in the Consulting Agreement pursuant) each such Seller shall be required to return to the Buyer as liquidated damages the Securities Consideration (irrespective of whether such shares have been sold) within ten (10) days of his termination of the Consulting Agreement.


More Definitions of Securities Consideration

Securities Consideration. Securities Consideration shall mean all common stock, preferred stock not convertible into the common stock of the issuer, bonds and debentures, issued by a corporation, partnership, trust, governmental unit or political subdivisions of same, listed for trading on a national of any country or regional stock exchange with in the United States or quoted on the Nasdaq National or Nasdaq Small Cap over-the-counter markets, partnership interests, limited partnership interests, voting-trust certificates, collateral-trust certificates, certificates of interest in property (tangible or intangible), and investment contracts received by Licensee and/or any one (1) or more Maxpop Shareholders, or which Licensee and/or any one (1) or more Maxpop Shareholders have a right to receive, as consideration for an Acquisition.
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Securities Consideration is defined in Section 2.3.2.
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Related to Securities 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).

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

  • 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.

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

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

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

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

  • 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.

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

  • 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.

  • 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.

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

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

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

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

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

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

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

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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