Contingent Consideration shall have the meaning set forth in Section 2.5.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Earnout Amount has the meaning set forth in Section 2.7(a).
Closing Payment Amount shall have the meaning set forth in Section 3.1(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Earnout Consideration has the meaning specified in Section 2.08(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Earn-Out Consideration is defined in Section 2.5(c).
Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.
Closing Cash Amount has the meaning set forth in Section 2.2.
Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.
Series A Distribution Payment Date has the meaning assigned to such term in Section 5.11(b)(i)(A).
Cash Consideration has the meaning set forth in Section 2.2.
Earnout Payment has the meaning set forth in Section 2.3(b).
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
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.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).