Residual Cash Consideration definition

Residual Cash Consideration means an amount equal to (A) $1,650,000,000, minus (B) the Class A Merger Consideration, minus (C) the Class B Redemption Consideration, plus (D) the total amount of cash and cash equivalents as of the opening of business on the Closing Date, minus (E) the outstanding amount of Indebtedness as of the opening of business on the Closing Date, minus (F) the Transaction Expenses, minus (G) the Indigo Payable, minus (H) $3,000,000, minus (I) the Holdback Amount, minus (J) any Remediation Expenses incurred by any Company Group Member and not paid in full prior to Closing.
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Residual Cash Consideration means (a) the Base Cash Consideration minus (b) the result obtained by multiplying (i) the Per Share Common Value by (ii) the Non-Accredited Share Count.
Sample 1

Examples of Residual Cash Consideration in a sentence

  • For any Options for which the exercise price of such Option is greater than or equal to the Per Share Portion of the Final Residual Cash Consideration allocable to such Option, such Option will be terminated for no consideration.

  • For any Options for which the exercise price of such Option is greater than or equal to the Per Share Portion of the Closing Residual Cash Consideration allocable to such Option, such Option will be terminated for no consideration.

  • The Representative Reserve Fund will be retained by the Representative until such time as the Representative will determine in its sole discretion, provided that the Representative Reserve Fund will be retained until at least the Final Residual Cash Consideration has been determined pursuant to Section 1.10.

  • Pursuant to Section 2.3, the Transaction Expenses reflected on the Invoices for which the Company or the Stockholders and the Optionholders are liable pursuant to this Section 7.1 shall be paid at the Closing and taken into account as a deduction in determining the Closing Residual Cash Consideration or, if applicable, the Closing Liquid Net Worth.

  • The Representative (on behalf of the Stockholders and Optionholders) will act on behalf of all Indemnitors in the case of all Third Party Claims with respect to which a Parent Indemnified Party is seeking indemnification under Section 8.02 (with each Stockholder or Optionholder responsible for its portion of Representative’s costs and expenses in undertaking such representation (determined on a pro rata basis according to each such Person’s Per Share Portion of the Final Residual Cash Consideration)).

  • The Paying Agent shall pay and deliver the portion of the Closing Residual Cash Consideration to which a Shareholder is entitled less applicable Tax withholding within two (2) Business Days of the Paying Agent's receipt of such Shareholder's duly executed Exchange Documents and Stock Certificate(s) in proper form.

  • An amount in cash equal to $500,000.00 (the “Representative Reserve Fund”) will be withheld from the Closing Residual Cash Consideration at Closing and will be paid by Parent to the Representative, or its designee, pursuant to payment instructions delivered by the Representative to Parent.

  • The Closing Residual Cash Consideration shall be adjusted based on the Estimated Closing Date Net Working Capital as set forth in Section 2.2(a)(ii).

  • The Closing Statement will be derived from the Closing Balance Sheet, and will, with respect to all of the amounts taken into account in calculating the Final Residual Cash Consideration (as well as the Final Residual Cash Consideration resulting therefrom), be prepared in accordance with the applicable definitions in this Agreement.

  • An amount in cash equal to $250,000 (the "Representative Reserve Fund") will be withheld from the Closing Residual Cash Consideration at Closing and will be paid by Parent to the Representative pursuant to payment instructions delivered by the Representative to Parent.

Related to Residual Cash Consideration

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • 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 Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • 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.”

  • Base Consideration is defined in Section 2.2.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).