Closing Consideration shall have the meaning set forth in Section 2.1(b).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Closing Cash Amount has the meaning set forth in Section 2.2.
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.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Earn-Out Consideration is defined in Section 2.5(c).
Cash Consideration has the meaning set forth in Section 2.2.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Payment has the meaning set forth in Section 2.2(a).
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Earnout Amount has the meaning set forth in Section 2.7(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Stock Consideration has the meaning set forth in Section 2.01(c).
Purchase Price Adjustment Escrow Amount means $500,000.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
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.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.