Management Carve-Out Closing Consideration definition

Management Carve-Out Closing Consideration means a number of shares of Parent Common Stock equal to the Management Carve-Out Total Consideration minus (a) the Management Carve-Out Escrow Consideration and (b) the Management Carve-Out Representative Fund Consideration.
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Examples of Management Carve-Out Closing Consideration in a sentence

  • All shares of Parent Common Stock issued as Closing Consideration, Escrow Consideration, Representative Fund Consideration, Management Carve-Out Closing Consideration, Management Carve-Out Escrow Consideration and Management Carve-Out Representative Fund Consideration will be subject to restrictions on resale pursuant to applicable federal and state securities laws (collectively, "Transfer Restrictions").

Related to Management Carve-Out Closing Consideration

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

  • 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

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

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

  • 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.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

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

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

  • 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.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Contingent Consideration shall have the meaning set forth in Section 2.5.