Gross Cash Consideration definition

Gross Cash Consideration means $335,000,000.
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Gross Cash Consideration means an amount in cash equal to $70,125,000.
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Gross Cash Consideration means $6,928,000,000.
Sample 1

Examples of Gross Cash Consideration in a sentence

  • The Company Shareholders shall not have any indemnification obligations for Losses under Section 9.2(a) or Section 9.2(b), and Purchaser and Merger Sub shall not have any indemnification obligations for Losses under Section 9.4(a) or Section 9.4(b), unless in each such case the aggregate amount of all such Losses exceeds an amount equal to 0.5% of the Gross Cash Consideration (the “Deductible”) and then only to the extent of such excess.

  • Ms. Woodard informed the Board that she had spoken with Mr. Shad Priest, Administrator, with the State of Idaho, Department of Insurance.

  • Purchaser currently has sufficient cash, available lines of credit or other sources of immediately available funds to enable Purchaser and Merger Sub to complete the Merger including, without limitation, to pay the Gross Cash Consideration.

  • On the Closing Date, Purchaser shall deposit with the Company a portion of the Gross Cash Consideration otherwise payable to the Securityholders in an amount sufficient to fund and pay in full the bonuses arising under the Retention Bonus Awards and the Transaction Bonus Plan.

  • Purchaser currently has sufficient cash, available lines of credit or other sources ofimmediately available funds to enable Purchaser and Merger Sub to complete the Merger including, without limitation, to pay the Gross Cash Consideration.

  • Also, the case ǫ = 0 does not impose any further conditions on an aS 3-manifold and γ1, γ2 and c are irrelevant in this case.

  • By deleting Schedule A from the Agreement in its entirety, the parties acknowledge, understand, and agree that the Purchase Price shall no longer be reduced on a dollar-for-dollar basis by way of a reduction of the Cash Consideration (and Gross Cash Consideration) by the Excess Amount with respect to the PPP Loan.

  • On the Closing Date, Purchaser shall deposit with the Company a portion of the Gross Cash Consideration otherwise payable to the Securityholders in an amount sufficient to fund and pay in full the bonusesarising under the Retention Bonus Awards and the Transaction Bonus Plan.


More Definitions of Gross Cash Consideration

Gross Cash Consideration means $1,126,000 in cash; provided, however, that the parties hereto agree that the Gross Cash Consideration shall be reduced dollar for dollar in the event of the occurrence of certain circumstances set forth on Schedule A hereto. Any reduction made pursuant to this definition of Cash Consideration shall be treated as an adjustment to the purchase price by the parties for Tax purposes, unless otherwise required by Law.
Sample 1

Related to Gross Cash Consideration

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

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

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

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

  • 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.

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

  • 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.

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

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

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • 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.

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

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

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

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

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

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

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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