Additional Transaction Consideration definition

Additional Transaction Consideration means (a) the portion of the Escrow Fund, if any, released or to be released from the Escrow Fund to the Equity Holders in accordance with the provisions of the Escrow Agreement, plus (b) the amounts, if any, released or to be released to the Equity Holders in accordance with the provisions of Section 1.10(b).
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Additional Transaction Consideration means the aggregate amount of funds (if any) distributed to Seller and the Unitholders pursuant to and/or in accordance with the last sentence of Section 3.7(b), Section 3.7(f) and/or Section 3.13.
Sample 1

Examples of Additional Transaction Consideration in a sentence

  • On the Closing Date, the Buyer shall deliver to the Escrow Agent the Original Escrow Amount for the purpose of (i) providing security for any adjustment to the amount of the Transaction Consideration pursuant to Section 1.9, (ii) securing the indemnification obligations of the Equity Holders set forth in Article VI and (iii) providing the source for payment of the Additional Transaction Consideration.

  • The purchase price to be paid by Buyer to Seller for the Capital Stock shall be: (a) at the Closing, an amount equal to the Estimated Transaction Consideration and payable as provided in Section 3.2(b) and (b) at such time that any Additional Transaction Consideration is paid to the Seller pursuant to Section 3.5(f), an amount equal to the Additional Transaction Consideration (if any) in accordance and payable as provided in Section 3.5(f), in each case, without interest.

  • The Additional Transaction Consideration (if any) (as set forth in the Final Closing Statement) will be paid to Seller and each Unitholder pursuant to Section 3.7(f).

Related to Additional Transaction Consideration

  • 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.

  • 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.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.