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Earn-Out Consideration is defined in Section 2.5(c).
Earnout Consideration has the meaning specified in Section 2.08(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Payment Amount shall have the meaning set forth in Section 3.1(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
Earnout Payment has the meaning set forth in Section 2.3(b).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Cash Consideration has the meaning set forth in Section 2.2.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Initial Consideration shall have the meaning set forth in Section 5.01.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
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.
Base Consideration has the meaning set forth in Section 1.2.
Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.
Closing Payment has the meaning set forth in Section 2.2(a).
Stock Consideration has the meaning set forth in Section 2.01(c).

Post-Closing Incentive Consideration definition

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Post-Closing Incentive Consideration definition

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