Asset Sale Consideration definition

Asset Sale Consideration means the total consideration paid and/or provided by the Purchaser under the APA including, without limitation, Cash and assumption of obligations of the Debtor and/or MMA Canada.
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Asset Sale Consideration means the Asset Sale Cash Consideration and the Asset Sale Equity Consideration to be paid or issued, as the case may be, by Corel or a subsidiary of Corel to the Corporation as consideration pursuant to the Transfer Agreement;
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Asset Sale Consideration means the net monetary and non-monetary consideration actually received by Cypress or any of its Affiliates in connection with an Asset Sale, after deduction of any investment banking, broker, accounting, tax and legal fees and expenses paid by Cypress or any of its Affiliates in connection with such Asset Sale, including milestone, escrow, holdback and other contingent payments payable in connection with such Asset Sale to the extent actually paid to Cypress or any of its Affiliates.
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Examples of Asset Sale Consideration in a sentence

  • The Trustee believes that all Class 6 Claims were paid in full from the Asset Sale Consideration.

  • In addition, at the Crucell Supervisory Board’s subsequent request, Lazard also delivered a written opinion, dated November 12, 2010, to the Crucell Supervisory Board (the Asset Sale Consideration Opinion) to the effect that, as of the Opinion Effective Date and based upon and subject to certain assumptions, factors and qualifications, the consideration to be paid to Crucell in the Asset Sale was fair, from a financial point of view, to Crucell.

  • Lazard’s opinions address only the fairness, from a financial point of view, of the EUR 24.75 Offer Price per Share, in the case of the Offer Price Opinion, and the consideration to be paid in the Asset Sale to Crucell, in the case of the Asset Sale Consideration Opinion, and do not address any other aspect or implication of the Offer, the Asset Sale or the Minority Cash Exit, including any legal, tax, regulatory or accounting matters.

  • Lazard’s opinions do not address the relative merits of the Offer, the Asset Sale or the Minority Cash Exit as compared to alternative transactions or strategies that might be available to Crucell or, in the case of the Asset Sale Consideration Opinion, as compared to any transactions that may be pursued by Johnson & Johnson or Crucell following the completion of the Offer or otherwise.

  • The Trustee believes that all Class 7 Claims, other than any Claims arising under section 1171(b), were paid in full from the Asset Sale Consideration.

  • The Corporation's Board of Directors has approved a distribution of the Asset Consideration to Jasc Stockholders payable immediately upon receipt by the Corporation of the Asset Sale Consideration.

  • In the event that Cypress or any of its Affiliates completes an Asset Sale, Cypress shall pay to Alexza, within [...***...] days of Cypress or any of its Affiliates receiving any Asset Sale Consideration for such Asset Sale, an amount equal to the product of (i) the Asset Sale Consideration so received multiplied by (ii) the Carry Credit Applicable Percentage at such time.

  • For television projects we’d prefer to see that you’ve opened initial dialogue with your intended broadcasters and considered appropriate slots for your program.

  • Any liabilities that cannot be transferred will remain with Ziggo, and will increase the Asset Sale Consideration by an amount equal to the cash amount needed to satisfy those liabilities.

  • Asset Sale Consideration Pursuant to the Asset Sale Agreement, Ipsen will pay Merrimack $575 million in cash (subject to a working capital adjustment as provided in the Asset Sale Agreement) and will assume certain related liabilities.


More Definitions of Asset Sale Consideration

Asset Sale Consideration means the consideration for the Assets as provided herein.
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Related to Asset Sale Consideration

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

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

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

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

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

  • Scheme Consideration means, in respect of:

  • 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.

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

  • 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));

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

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

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

  • 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.

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

  • 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.

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

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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