Tranche 1 Consideration definition

Tranche 1 Consideration shall have the meaning given to such term in Section 2.02(a).
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Tranche 1 Consideration means an amount equal to 13% of the value of the UK Loans on the Tranche 1 Completion Date;
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Examples of Tranche 1 Consideration in a sentence

  • As an inducement to cause the Sellers to enter into this Agreement, the Guarantor guarantees, as primary obligor, the payment obligations of Purchaser as and when the same fall due for payment under this Agreement including, without limitation, the payment of the Tranche 1 Consideration and Tranche 2 Consideration (including redemption of the Series A Loan Notes).

  • All amounts paid to the Sellers under this Agreement (including both the Tranche 1 Consideration and the Tranche 2 Consideration) shall be apportioned between the Sellers on a pro-rata basis relative to each Sellers’ percentage ownership of Equity Interest prior to Closing as set out in Schedule 2 and shall only be payable upon receipt of each Seller’s banking details by the Purchaser.

  • The aggregate of the Tranche 1 Consideration and the Tranche 2 Consideration shall be the “Total Consideration.” The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Section 2.02(e).

  • The Tranche 1 Consideration shall be $6 million payable in cash on Closing less the NAV Adjustment Amount (if any) in cash and/or Series A Loan Notes to the Sellers as set out in Schedule 1.

  • Furthermore, the Purchaser shall be entitled to deduct and withhold from any Tranche 1 Consideration payable to the Management Sellers and/or Tranche 2 Consideration any such amounts for Tax obligations as may be required by law.

  • The cash elements of the Tranche 1 Consideration shall be paid by electronic wire transfer to the account of the Management Sellers Solicitor, as set out in Section 7.16 and shall be deemed to be made when it leaves the bank account of the Purchaser or its Affiliate.

  • The Sellers covenant and agree to pay from either the proceeds of the Tranche 1 Consideration or from the Company’s cash funds prior to Closing £80,000 payable to X.

  • The cash elements Tranche 1 Consideration shall be paid by electronic transfer to the account of the Sellers Solicitors, namely: BPE Client Dollar Suspense Account, Barclays Bank, 000 Xxxx Xxxxxx, Xxxxxxxxxx, XXXX: XX00XXXX00000000000000, SWIFTBIC: XXXXXX00, Account Number: XXXXXX and shall be deemed to be made when it reaches the bank account of the Sellers’ Solicitors.

  • The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Sections 2.02(c) and 2.02(d).

  • The amount of all outstanding debts, loans, bank facilities, credit facilities, lines of credit and similar liabilities of the Company and each Subsidiary shall be paid in full prior to or at Closing from either the cash held by the Company prior to Closing or by deduction from the Tranche 1 Consideration.

Related to Tranche 1 Consideration

  • 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.

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

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

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

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

  • 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.

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

  • Base Consideration is defined in Section 2.2.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

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

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

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

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

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

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

  • 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.

  • 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.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

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

  • 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.

  • Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.