Additional OpCo Tender Consideration means an amount equal to one-half of the product of (x) the aggregate principal amount of the OpCo Notes tendered before the Consent Payment Deadline (as defined in the OpCo Tender documents) and (y) 1.75%”.
Non-Cash Consideration means consideration in a form other than cash.
Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.
Cash Consideration has the meaning set forth in Section 2.2.
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 Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.
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.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.
Initial Consideration shall have the meaning set forth in Section 5.01.
Stock Consideration has the meaning set forth in Section 2.01(c).
Additional Consideration has the meaning set forth in Section 3.2.
Earn-Out Consideration is defined in Section 2.5(c).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Option Consideration has the meaning set forth in Section 3.3(a).
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Common Stock Consideration has the meaning set forth in Section 1.6(b).