Adjusted Base Consideration definition

Adjusted Base Consideration means $660,000,000 plus (i) the Estimated Closing Cash, plus (ii) the Estimated Net Working Capital Adjustment Amount and minus (iii) Estimated Closing Indebtedness and minus (iv) Estimated Company Transaction Expenses.
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Adjusted Base Consideration means an amount equal to the product of (a) the amount equal to (i) the Base Consideration minus (ii) the amount of the Excess Net Debt, minus (iii) the sum of all amounts advanced or provided by the Purchaser to the Company in accordance with Section 5.15(b), Section 5.15(c), Section 6.4, Section 6.6, Section 6.6(g), Section 6.19, Section 7.8 and Section 12.2 of the Agreement (the amounts in this clause (iii), collectively, the “Advanced Amounts”), multiplied by (b) the Proration Factor. For avoidance of doubt, the Excess Net Debt and any Net Debt Adjustment Amount shall be calculated without duplication of items covered by the foregoing clause (iii) and already factored into the adjustment of the consideration.
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Adjusted Base Consideration has the meaning set forth in the Earn-Out Agreement.
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Examples of Adjusted Base Consideration in a sentence

  • Buyer and Seller shall use commercially reasonable efforts to agree, on or before the Closing Date, upon an allocation of the Adjusted Base Consideration among the Assets for financial accounting and tax purposes in accordance with Section 1060 of the Code.

  • Buyer and Seller shall file, on a timely basis, any amendments required to such Form 8594 as a result of a subsequent increase or decrease of the Adjusted Base Consideration after the Closing Date.

  • Buyer and Seller shall not take any position on their respective income tax returns that is inconsistent with the allocation of the Adjusted Base Consideration as so agreed, or as adjusted as the result of any subsequent increase or decrease in the Adjusted Base Consideration.

  • If Buyer and Seller are unable to agree on the allocation of the Adjusted Base Consideration provided for in this Section 2.7 by the Closing Date, either Buyer or Seller may initiate arbitration of such dispute pursuant to the terms of Section 10.11.

  • The district also tracks and reports actual student enrollment monthly and projects future enrollment changes through its planning function.

  • Upon receipt of notice from the FDA that the FDA has approved the NDA for commercialization, Sorrento will deliver to the Accredited Scilex Stockholders cash and shares of Common Stock in such proportion to be determined in Sorrento’s sole discretion, with a total value equal to 80% of the Adjusted Base Consideration (the “FDA Approval Consideration”).

  • Buyer and Seller shall each file a Form 8594 (Asset Acquisition Statement Under Section 1060) on a timely basis, reporting the allocation of the Adjusted Base Consideration consistent with such allocation.

  • The Cash Purchase Price and the Stock Consideration is referred to in this Agreement as the "Base Purchase Price" and the Cash Purchase Price, as adjusted pursuant to Section 2.3(b) and (c), is referred to in this Agreement as the "Adjusted Cash Purchase Price" and the Base Consideration, as adjusted by the Adjusted Cash Purchase Price, is referred to in this Agreement as the "Adjusted Base Consideration." The Purchase Price shall be paid to each Seller in its respective Seller's Percentage.

  • If outbreak affects population in restricted setting (e.g. school, nursing home, etc.), survey entire population.

  • Company’s sole discretion, with a total value equal to 80% of the Adjusted Base Consideration (the “FDA Approval Consideration”).


More Definitions of Adjusted Base Consideration

Adjusted Base Consideration shall consist of an amount in cash equal to $9,992,500 (the “Base Consideration”), such amount to be (A) decreased by the amount of any indebtedness of the Company for borrowed money outstanding immediately prior to the Effective Time (including, without limitation, (y) the redemption amount, including unpaid principal of and accrued interest and redemption premium, of any outstanding Convertible Promissory Notes that have not been converted to Company Capital Stock as of such time) and (z) amounts payable in liquidation of Series A Preferred Stock in accordance with the terms of the Company’s Articles of Incorporation, as amended, to holders of shares of Series A Preferred Stock failing to elect to convert such shares of Series A Preferred Stock to Company Common Stock prior to the Effective Time, and (B) increased by the amount of any Base Consideration Increment or (C) decreased by the amount of any Base Consideration Decrement, as the case may be, as each such term is defined in Section 1.7 below.
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Related to Adjusted Base Consideration

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

  • 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 $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

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

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

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

  • 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.

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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.”

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

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

  • 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.

  • 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.

  • 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.

  • Non-Cash Consideration means consideration in a form other than cash.

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