Level 2 Earn-Out Consideration means $333,333.33.
Earn-Out Consideration is defined in Section 2.5(c).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
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.
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Earnout Payment has the meaning set forth in Section 2.3(b).
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Earnout has the meaning set forth in Section 2.9(a).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Base Consideration has the meaning set forth in Section 1.2.
Earnout Payments has the meaning specified in Section 2.7.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Initial Consideration shall have the meaning set forth in Section 5.01.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Cash Consideration has the meaning set forth in Section 2.2.
Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Additional Consideration has the meaning set forth in Section 3.2.
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.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
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.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.