Working Capital Escrow Amount means $2,000,000.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Earn-Out Consideration is defined in Section 2.5(c).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Cash Consideration has the meaning set forth in Section 2.2.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Closing Cash Amount has the meaning set forth in Section 2.2.
Working Capital Shares shall have the meaning given in the Recitals hereto.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Working Capital Adjustment has the meaning set forth in Section 2.15(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).
Working Capital Units shall have the meaning given in the Recitals hereto.
Purchase Price Adjustment Escrow Amount means $500,000.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(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.
Adjustment Escrow Amount means $1,000,000.
Initial Consideration shall have the meaning set forth in Section 5.01.
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.