Actual Value Earn-Out Consideration definition

Actual Value Earn-Out Consideration means that portion of the Value Earn-Out Consideration to be paid to by Purchaser to Seller at the conclusion of the Earn-Out Period, based on the actual financial performance of the Business during the Earn-Out Period, as agreed to by the Parties and as calculated in accordance with the Value Earn-Out Methodology.
Sample 1

Related to Actual Value Earn-Out Consideration

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Actual Cash Value means purchase price less depreciation.

  • Actual Value means the greenhouse gas emissions savings for some or all of the steps of a specific biofuel, bioliquid or biomass fuel production process, calculated in accordance with the methodology laid down in Part C of Annex V or Part B of Annex VI;

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • 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.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Earnout Payments has the meaning specified in Section 2.7.

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.