Consideration

Consideration. Shall mean the amount of money paid by each Lender pursuant to this Agreement as shown on the Schedule of Lenders.

Consideration. The value of all cash, securities and other property paid by the Company or its affiliates to the selling party, or received by the Company or its shareholders, in connection with a Transaction. The value of such securities (whether debt or equity) or other property shall be determined as follows: (i) the value of the Company's securities that are freely tradable in an established public market will be determined on the basis of 100% of the Average Closing Price as of the closing of the... Transaction; (ii) the value of securities (other than the Company's) that are freely tradable in an established public market will be determined by the last closing bid price prior to the closing of the Transaction; and (iii) the value of securities that are not freely tradable or have no established public market, or if the consideration utilized consists of property other than securities, the value of such other property shall be the value thereof as determined by the Transaction. Consideration shall also be deemed to include any indebtedness for borrowed money, including shareholder notes and guaranties, assumed by the acquiring entity or its affiliates in connection with the Transaction. Consideration shall also include all amounts placed in escrow and future contingent payments actually paid. Advisor's fee to be paid tied to future Consideration will be paid upon release of such Consideration. View More

Consideration. Has the meaning set forth in (S)2(c) below. -2-

Consideration. The aggregate value of all cash, securities and other property paid for the Company in connection with the Change in Control. In the case of a sale of the Company's stock, by merger, tender offer or other combination, the Consideration shall not include any interest bearing indebtedness of the Company for borrowed money required to be repaid or assumed by the Company, directly or indirectly, (by operation of law or otherwise) in connection with the Change in Control. In the case of the sale of... the Company's assets, the Consideration shall be reduced by the amount of any interest bearing indebtedness of the Company for borrowed money required to be repaid by the Company in connection with the Change in Control. In the event that the Consideration received in a Change in Control is paid in whole or in part in the form of securities or other property, then, for purposes of calculating the Employee's bonus hereunder, the value of such securities or other property shall be the fair market value thereof on the day immediately preceding the consummation of the Change in Control; provided, however, that if such securities consist of securities with an existing public trading market, the value thereof shall be determined by the average of the last sales prices of such securities on the 30 trading days immediately preceding the consummation of the Change in Control. Any amounts payable to the Company, any shareholder of the Company or any affiliate of the Company in connection with a noncompetition, employment, consulting, licensing, supply or other agreement shall be deemed Consideration except for payments to employees covered under this form of Agreement and in the case of an employment or consulting agreement to the extent such amounts represent the fair value of services to be rendered. If all or a portion of the Consideration payable in connection with the Change in Control includes contingent future payments, then the Consideration related to such payments shall equal the present value of the reasonably expected maximum amount of such payments (as such amount is determined in good faith between the Company and Employee) using a discount rate of eight percent (8%). If the Consideration to be paid is computed in a foreign currency, the value of such foreign currency, for purposes of calculating Employee's bonus hereunder, shall be converted into U.S. Dollars at the prevailing exchange rate on the date on which the Change in Control is consummated or on the date any contingent or escrowee Consideration is actually paid. View More

Consideration. Collectively, the "Consideration"

Consideration. The aggregate value of all consideration paid or distributed to the Company's shareholders in a Change In Control, including without limitation all cash or cash equivalents paid or distributed and the value of all promissory notes, other evidences of indebtedness, capital stock, or other securities or debt or equity interests issued to the shareholders of the Company. For this purpose, cash and cash equivalents shall be valued at their ... stated amounts. If the consideration paid or distributed includes items other than cash and cash equivalents, then the value of such other consideration shall be its fair value as of the closing of the applicable Change In Control. To the extent such other consideration consists of publicly traded securities, then the fair value of such securities shall be deemed to be the last sale price of such securities as of the then-most recent trading day on the market or exchange on which such securities are traded. To the extent such other consideration is not publicly traded securities, then the fair value of such consideration shall be determined (1) by agreement of the Parties, if they are able to agree within 10 business days after either of them requests the other to so agree, or, if not, (2) by an independent appraiser or an independent accounting firm selected by the Company, whose determination shall be final and binding on the Parties, and whose fees and expenses for that purpose shall be paid by the Company. View More

Consideration. Shall have the meaning assigned to s uch term in the Covanta Agreement.

Consideration. Shall mean the aggregate consideration for the Falcon Shares as set forth in Section 9 of this Agreement.

Consideration. Together with the Preferred Unit Consideration, the "Consideration"

Consideration. Shall mean the consideration for the Shares in accordance with Clause 2.03.