Proportion of Initial Consideration has the meaning given to it in clause 3.9;
Initial Consideration shall have the meaning set forth in Section 5.01.
Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.
Additional Consideration has the meaning set forth in Section 3.2.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Base Consideration has the meaning set forth in Section 1.2.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Closing Consideration shall have the meaning set forth in Section 2.1(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.
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.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Prepayment Consideration shall have the meaning set forth in Section 2.3.1.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Non-Cash Consideration means consideration in a form other than cash.
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Earn-Out Consideration is defined in Section 2.5(c).
Aggregate Consideration has the meaning set forth in Section 11.6(C).
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).
Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.
Purchase Price Adjustment Escrow Amount means $500,000.
Original contract price means the award price of the contract; or, for requirements contracts, the price payable for the estimated total quantity; or, for indefinite-quantity contracts, the price payable for the specified minimum quantity. Original contract price does not include the price of any options, except those options exercised at the time of contract award.
Option Consideration has the meaning set forth in Section 3.3(a).