Run-Off Consideration Holdback Amount means an amount equal to 5% of the Run-Off Consideration.
Holdback Amount has the meaning set forth in Section 2.06(a).
Cash Consideration has the meaning set forth in Section 2.2.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Earn-Out Consideration is defined in Section 2.5(c).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Non-Cash Consideration means consideration in a form other than cash.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Escrow Cash is defined in Section 4.1(a).
Escrow Amount has the meaning set forth in Section 2.1(c).
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.
Merger Consideration has the meaning set forth in Section 3.1(a).
Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Indemnity Escrow Amount means $3,000,000.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.
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.
Stock Consideration has the meaning set forth in Section 2.01(c).
Aggregate Consideration has the meaning set forth in Section 11.6(C).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
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.
Closing Cash Amount has the meaning set forth in Section 2.2.