Tax Refund Consideration definition

Tax Refund Consideration shall have the meaning set forth in Section 1.05(a)(iii).
Sample 1
Tax Refund Consideration means an amount equal to the sum of the amount of any tax refunds that are from time to time distributable pursuant to Section 9.4(g).
Sample 1

Examples of Tax Refund Consideration in a sentence

  • The Rollover Options shall not receive any part of the Cash Consideration, the Escrow Consideration or the Tax Refund Consideration.

  • In addition to being converted into the right to receive the Cash Consideration and the Tax Refund Consideration, each such issued and outstanding share of Company Stock shall also be converted into a 0.00005328002% interest in the Escrow Funds (the "Escrow Consideration").

  • If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Vowel Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Vowel Per Share Stock Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration and the Contingent Value Right in accordance with the applicable provisions of this Agreement.

Related to Tax Refund Consideration

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

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

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

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

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

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Additional Consideration has the meaning set forth in Section 3.2.

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

  • Base Consideration has the meaning set forth in Section 1.2.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • 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.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Scheme Consideration means, in respect of:

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Tax Refund means any refund of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, credited or applied to future Taxes payable), including any interest paid on or with respect to such refund of Taxes.

  • Cash Payment has the meaning set forth in Section 2.2(b).

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

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

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.