Earnout Consideration has the meaning specified in Section 2.08(a).
Earn-Out Consideration is defined in Section 2.5(c).
Earnout Amount has the meaning set forth in Section 2.7(a).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Initial Consideration shall have the meaning set forth in Section 5.01.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Cash Consideration has the meaning set forth in Section 2.2.
Earnout Payment has the meaning set forth in Section 2.3(b).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings 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 Holdings or any of its Subsidiaries.
Base Consideration has the meaning set forth in Section 1.2.
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.
Earnout has the meaning set forth in Section 2.9(a).
Earnout Payments has the meaning set forth in Section 2.2(a).
Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
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 $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Prepayment Consideration shall have the meaning set forth in Section 2.3.1.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Additional Consideration has the meaning set forth in Section 3.2.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).