TCW Payoff Consideration definition

TCW Payoff Consideration means the Payoff Consideration as defined in the TCW Consent.
Sample 1

Examples of TCW Payoff Consideration in a sentence

  • Each Party agrees, and CEH agrees to cause each Subsidiary, to provide the other Parties reasonable access to their respective books, records and employees as is reasonably requested in connection with the calculation of the CEH Group Merger Consideration, all other amounts specified on Exhibit F, the TCW Payoff Consideration, the LP Minority Exchange Consideration and the Fulcrum Exchange Consideration, as applicable.

  • To the extent such estimates have been prepared in good faith and are supported by reasonable evidence provided to the TCW/MS Parties (as defined in the TCW Consent) and GSCAC, such estimates shall be used to calculate the CEH Group Merger Consideration, all other amounts specified on Exhibit F, the TCW Payoff Consideration, the LP Minority Exchange Consideration and the Fulcrum Exchange Consideration, as applicable.

Related to TCW Payoff Consideration

  • 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.

  • 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).

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

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

  • Cash Consideration has the meaning set forth 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.

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

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

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

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

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

  • 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.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • 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.

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

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

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

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

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

  • 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.

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

  • Option Consideration has the meaning set forth in Section 3.3(a).