Redemption Consideration Clause Samples
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Redemption Consideration. As promptly as practicable on or after the Redemption Date or Change of Control Redemption Date, as applicable, provided the Member has satisfied its obligations under Section 9.1(a)(iii) or Section 9.1(c), as applicable, the Company or PubCo shall deliver or cause to be delivered to such Member (or its designee), either certificates or evidence of book-entry shares representing the number of shares of Class M Common Stock or Class A Common Stock deliverable upon the applicable Redemption, registered in the name of such Member (or its designee) or, if the Company has so elected, the Cash Payment. Notwithstanding anything set forth in this Section 9.1(d) to the contrary, to the extent the Class M Common Stock or Class A Common Stock issued in the Redemption will be settled through the facilities of The Depository Trust Company, the Company or PubCo will, upon the written instruction of such Member, deliver the shares of Class M Common Stock or Class A Common Stock deliverable to such Member through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such Member in the Exchange Election Notice. Upon the Member exercising its Redemption right in accordance with Section 9.1(a)(i) or the occurrence of a Change of Control Redemption, the Company or PubCo shall take such actions as (A) may be required to ensure that the Member receives the shares of Class M Common Stock or Class A Common Stock or the Cash Payment that such Member is entitled to receive in connection with such Redemption pursuant to this Section 9.1, and (B) may be reasonably within its control that would cause such Redemption to be treated for purposes of the Tax Receivable Agreement as an “Exchange” under the Tax Receivable Agreement to the extent the redeeming Member is entitled to benefits under the Tax Receivable Agreement.
Redemption Consideration. In consideration for the redemption of the Redeemed Units by the Company, the Company shall pay to ▇▇▇▇▇▇▇▇ an amount equal to Four Million Five Hundred Thousand Dollars (US $4,500,000) in immediately available funds.
Redemption Consideration. The assets to be conveyed by the Partnership to the Retiring General Partner as consideration for the retirement and redemption of the Redemption Interest shall be (a) 800,000 shares of common stock of The Dun & Bradstreet Corporation and (b) warrants representing the right to purchase 2,214,799 shares of common stock of The Dun & Bradstreet Corporation (collectively the "REDEMPTION CONSIDERATION"). In addition, the Retiring General Partner shall assume the UAF Obligation (as defined and further described in Section 2.01 hereof). The parties hereto acknowledge that the Redemption Consideration has been determined in accordance with Section 11.2(b) of the Partnership Agreement and further acknowledge that the aggregate fair market value of the Redemption Consideration (net of the UAF Obligation, as hereafter defined) equals the positive balance in the Retiring General Partner's Capital Account (taking into account the adjustments and allocations required by the first sentence of Section 11.2(b)(x) of the Partnership Agreement).
Redemption Consideration. Promptly following the cancellation of Shareholder’s stock certificate or receipt of electronically transferred Shares, as applicable, the Corporation will pay the Shareholder for its Shares in an amount per share equal to $0.15 (the “Consideration”). The Consideration will be paid in cash by disbursement to the Shareholder from the Corporation’s legal counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Brand, LLP.
Redemption Consideration. The consideration to be paid by Westfield LP to BPFH LLC in exchange for the complete redemption of the BPFH GP Interest shall be as follows:
(a) $2.0 million paid by Westfield LP to BPFH LLC on the date of this Agreement via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. BPFH LLC will separately acknowledge receipt of the foregoing amount;
(b) $2.0 million to be paid by Westfield LP to BPFH LLC on or before October 31, 2009 via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. The amounts required to paid pursuant to Section 1.2(a) and this Section 1.2(b) are together the “Advanced Closing Date Payments” and shall be repaid by BPFH LLC to Westfield LP to the extent set forth in Section 6.2;
(c) $50.0 million in cash to be paid by Westfield LP to BPFH LLC at the Closing (the “Closing Date Payment”);
(d) At Westfield LP’s discretion, either (i) a promissory note to be issued by Westfield LP to BPFH LLC at the Closing in the original principal amount of $5.0 million as more fully described in Section 1.4(b)(v) below (the “Note”) or (ii) $4.5 million in cash to be paid by Westfield LP to BPFH LLC at the Closing; and
(e) For each calendar year (or relevant portion thereof) during the period commencing on the Closing Date (as defined below) and continuing through (x) the eighth anniversary of the Closing Date or (y) such later date as may be required to ensure payment of any Excess Share under the next sentence of this Section 1.2(e) or (z) such earlier date as of which no further Revenue Share is due pursuant to Section 1.2(e)(v) (the “Eight Year Term”), an amount equal to the greater of (1) 12.5% of the Gross Revenue (as defined below) of Westfield LP for such calendar year (or relevant portion thereof) and (2) $5,600,000 (pro rated for any relevant portion of such calendar year); provided, however, that in no event shall BPFH LLC be entitled to receive pursuant to this Section 1.2(e) for such calendar year (or relevant portion thereof) an amount that is greater than $11,625,000 (pro rated for any relevant portion of such calendar year) plus the amount of any Excess Share to be added to the amount payable to BPFH LLC pursuant to clause B of this Section 1.2(e) with respect to any prior year (or relevant portion thereof). Notwithstanding the foregoing, (A) in the event that the ...
Redemption Consideration. With respect to each Redemption Exercise, each Class A Unitholder shall be entitled to receive an amount in cash equal to the Redemption Exchange Value applicable with respect to such Redemption Exercise and such holder; provided that the Company may, subject to applicable Law, the rules of any stock exchange upon which the Parent Shares are then listed and the provisions of this Section 3.5, at any time prior to the delivery of the Redemption Closing Statement, elect to settle up to 70% of the Redemption Exchange Value for such redemption by causing the issuance and delivery of Parent Shares to the relevant holder of Class A Units on the Redemption Closing Date. If the Company elects to settle a portion of any Redemption Exchange Value (such portion, a “Share Settled Portion”) by causing the delivery of Parent Shares to the relevant holder of Class A Units, the total number of Parent Shares that a holder of Class A Units shall be entitled to with respect to such holder’s Share Settled Portion shall be a number (rounded down to the nearest full share) equal to the quotient of (i) the applicable dollar amount of such Share Settled Portion divided by (ii) the Parent Share Settlement VWAP.
Redemption Consideration. The aggregate consideration for the Redeemed Interest shall be the Redemption Payment.
Redemption Consideration. 8 2.3 VALUATION OF PREFERRED UNITS.............................................................. 9 2.4 JUPITER'S PURCHASE OF PREFERRED UNITS..................................................... 9
Redemption Consideration. Simultaneously with the execution and delivery of this Agreement by the parties hereto, the Partnership shall, (a) for the LP Interests and the surrender of the LP Contractual Rights, (i) convey to the Redeeming Limited Partner the Redemption Consideration pursuant to an Assignment Agreement in form and substance as set forth on Exhibit A hereto, (ii) cause LMLP to pay to the Redeeming Limited Partner $6,622,229 in cash by wire transfer of immediately available funds to the account designated by the Redeeming Limited Partner (it being agreed and acknowledged that such payment is not an expense of the Partnership) and (iii) cause LMLP to convey to the Redeeming Limited Partner pursuant to an Assignment Agreement in form and substance as set forth on Exhibit B hereto all of LMLP’s 30% limited partnership interest in Lexington Malvern L.P., a Delaware limited partnership (such 30% interest, together with the cash payment set forth in Section 2.3(a)(ii) hereof, the “LP Consideration”), and (b) for the GP Interests and the surrender of the GP Contractual Rights, cause LMLP to pay to the Redeeming General Partner $1,000 (the “GP Consideration”) in cash by wire transfer of immediately available funds to the account designated by the Redeeming General Partner (it being agreed and acknowledged that such payment is not an expense of the Partnership). All wire transfers pursuant to this Section 2.3 shall be in accordance with the instructions set forth on Schedule 1 hereto.
Redemption Consideration. Upon the terms and subject to the conditions hereof, Retiring Partner agrees to sell, transfer and assign to the Partnership, and to withdraw from the Partnership, and the Partnership agrees to purchase and accept, from Retiring Partner all of the Partnership Interest held by Retiring Partner. In consideration for the retirement and redemption of the Partnership Interest, the Partnership agrees to distribute to Retiring Partner consideration consisting of an aggregate amount equal to $86,000,000, plus a 6% per annum internal rate of return, calculated on the balance outstanding from time to time as provided on Exhibit “A” attached hereto, less the Related Entity Interests Redemption Price actually paid to Retiring Partner at the Closing Date in accordance with Section 1.4 (the “Redemption Consideration”).
(a) The Partnership shall, to the extent funds are available for distribution as determined by the General Partner in good faith, taking into account all facts and circumstances at the time, distribute cash to Retiring Partner in each Calendar Quarter period equal to the greater of (i) 23.15% of the aggregate cash distributions of the Partnership, or (ii) the Minimum Quarterly Distribution (as increased under Section 1.1(b) below for any unpaid Shortfalls), until such time as Retiring Partner has received the entire Redemption Consideration.
(b) Retiring Partner shall be entitled to receive from the Partnership in each Calendar Quarter an amount equal to the Minimum Quarterly Distribution as a priority distribution before any cash distributions are made to any other Partner during such Calendar Quarter, to the extent funds are available for distribution as determined by the General Partner in good faith, taking into account all facts and circumstances at the time. If the Partnership fails to distribute the entire Minimum Quarterly Distribution in any Calendar Quarter, the difference between the Minimum Quarterly Distribution and the actual distribution made to Retiring Partner (the “Shortfall”) shall be added to the Minimum Quarterly Distribution amount for the next Calendar Quarter. Accordingly, the Minimum Quarterly Distribution for a particular Calendar Quarter shall be cumulative of all prior unpaid Shortfalls.
(c) For purposes of this Agreement, “Minimum Quarterly Distribution” means in any Calendar Quarter an amount equal to $3,000,000 (which amount shall be adjusted (up or down) by the General Partner in March of each year based on any percentage c...