Participant Closing Consideration Amount means the excess of (i) the Participant Payment Amount over (ii) the Participant Indemnity Escrow Amount.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Earn-Out Consideration is defined in Section 2.5(c).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”
Stock Consideration has the meaning set forth in Section 2.01(c).
Cash Consideration has the meaning set forth in Section 2.2.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Purchase Price Adjustment Escrow Amount means $500,000.
Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.
Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
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.
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.
Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Interest Share Amount shall have the meaning set forth in Section 2(a).
Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”