Non-Cash Consideration means consideration in a form other than cash.
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.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Earn-Out Consideration is defined in Section 2.5(c).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Earnout Payment has the meaning set forth in Section 2.3(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.
Cash Consideration has the meaning set forth in Section 2.2.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
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.”
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Earnout Payments has the meaning specified in Section 2.7.
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:
Cash Payment has the meaning set forth in Section 2.2(b).
Cash Portion is defined in Section 2.2(a)(iii) hereof.
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.
Earnout Amount has the meaning set forth in Section 2.7(a).
Indemnity Escrow Amount means $3,000,000.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.
Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.