Total Acquisition Consideration definition
Total Acquisition Consideration means as at the date of any Acquisition: (a) the sum of, without duplication, (i) the amount of any cash and fair market value of other property given as consideration, including at such date the deferred payment of any such amounts, (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (iii) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary (including any shares of capital stock of the Borrower or any Subsidiary) in connection with such Acquisition; minus (b) all cash and cash equivalents (as determined in accordance with GAAP) acquired in connection with such Acquisition as reflected on a balance sheet for the acquired company or acquired assets, as applicable (prepared as of the closing date of the Acquisition).
Total Acquisition Consideration means as at the date of any Acquisition, the sum of the following without duplication: (i) the amount of any cash and fair market value of other property given as consideration, including at such date the deferred payment of any such amounts, (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (iii) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary (including any shares of capital stock of the Borrower or any Subsidiary) in connection with such Acquisition.
Total Acquisition Consideration means, with respect to any acquisition described in paragraph 6L, (a) the amount of any cash and the fair market value of all other property given or required to be given as consideration, including the deferred payments of any such amounts, (b) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed, incurred, assumed or acquired or required to be assumed or acquired by either the Company or any Subsidiary in connection with such acquisition, and (c) all amounts paid or required to be paid in respect of covenants not to compete and consulting agreements that should be recorded on the consolidated financial statements of the Company and its Subsidiaries prepared in accordance with GAAP.
Examples of Total Acquisition Consideration in a sentence
Within sixty (60) days after the Closing Date, Buyer will, at Buyer’s sole cost and expense, prepare or cause to be prepared, and will provide to Rave, a written statement setting forth in reasonable detail and with supporting calculations, Buyer’s proposed final determination of the Total Acquisition Consideration, the Closing Cash Amount, the Closing Debt Amount, the Seller Transaction Expenses and the Net Working Capital Adjustment Amount (the “Proposed Final Closing Statement”).
The consideration for the purchase by Purchaser of the Company Securities (which shall include the cash cancellation of any Company Securities in accordance with the terms of this Agreement) (excluding the Company Securities held by Purchaser) shall be the Total Acquisition Consideration, payable in accordance with the terms of this Agreement.
Not later than five (5) Business Days prior to the Closing Date, Rave will cause to be prepared and will provide to Buyer a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Rave’s estimates of the Total Acquisition Consideration, the Closing Cash Amount, the Closing Debt Amount, the Seller Transaction Expenses and the Net Working Capital Adjustment Amount (in each case, together with reasonable detail and supporting calculations).
All payments (if any) made to the Buyer or a Buyer Indemnified Party pursuant to any indemnification obligations under this Article IX will be treated as adjustments to the Total Acquisition Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Law.
Any portion of the Total Acquisition Consideration that remains unclaimed immediately prior to the date on which it would otherwise become subject to any abandoned property, escheat or similar Law shall, to the extent permitted by applicable Law, become the property of Purchaser, free and clear of all claims or interest of any Person previously entitled thereto.
More Definitions of Total Acquisition Consideration
Total Acquisition Consideration means the total cash and noncash consideration paid (exclusive of any Equity Interests of Holdings or any of its parent companies issued to the seller, transaction expenses, consideration paid with the then applicable Cumulative Amount, cash on the balance sheet of target and working capital and other similar purchase price adjustments) including earn-out obligations and other deferred payment amounts (which earn-out obligations and deferred payment amounts shall be calculated in accordance with GAAP as the estimated amount thereof on the closing date for the applicable Permitted Acquisition, which determination shall be made on the date the definitive documentation for the applicable Permitted Acquisition is entered into).
Total Acquisition Consideration has the meaning set forth in Section 2.5.
Total Acquisition Consideration means, with respect to any Permitted Acquisition, the total of (i) any cash and fair market value of other property given as consideration (including any balance of sale), plus (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for borrowed money incurred, assumed or acquired by the Borrower or its Subsidiaries in connection with such Permitted Acquisitions; provided that Total Acquisition Consideration will exclude royalty payments, earnouts or other Milestone Payments.
Total Acquisition Consideration means, for any Acquisition, the sum of the following without duplication: (i) the amount of any cash and fair market value of other property given as consideration, including the deferred payment of any such amounts (other than Earnout Obligations), (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed incurred, assumed or acquired by either Borrower or any Subsidiary in connection with such Acquisition, (iii) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of C▇▇▇▇▇▇▇ and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market value of all other consideration given by either Borrower or any Subsidiary (including any Equity Interest of either Borrower or any Subsidiary) in connection with such Acquisition.
Total Acquisition Consideration means as at the date of any Acquisition, (a) the sum of, without duplication: (i) the amount of any cash and fair market value of other property given as consideration, including at such date the deferred payment of any such amounts, (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed incurred, assumed or acquired by the Lessee or any Subsidiary in connection with such Acquisition, (iii) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Lessee and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market value of all other consideration given by the Lessee or any Subsidiary (including any shares of capital stock of the Lessee or any Subsidiary) in connection with such Acquisition; minus (b) all cash and cash equivalents (as determined in accordance with GAAP) acquired in connection with such Acquisition as reflected on a balance sheet for the acquired
Total Acquisition Consideration means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining the Total Acquisition Consideration for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.
Total Acquisition Consideration means, for any Acquisition, the sum of the following without duplication: (i) the amount of any cash and fair market value of other property given as consideration, including the deferred payment of any such amounts (other than Earnout Obligations), (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed incurred, assumed or acquired by either Borrower or any Subsidiary in connection with such Acquisition, (iii) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of ▇▇▇▇▇▇▇▇ and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market value of all other consideration given by either Borrower or any Subsidiary (including any Equity Interest of either Borrower or any Subsidiary) in connection with such Acquisition; provided, that, if any Person acquired in connection with an Acquisition permitted hereunder holds cash immediately prior to such Acquisition that will be Unrestricted Cash immediately after giving effect to such Acquisition, the amount of such Unrestricted Cash will be excluded for purposes of determining Total Acquisition Consideration to the extent, and only to the extent, that the Borrowers demonstrate to the Administrative Agent that such Unrestricted Cash will be owned and held by the Person being acquired immediately after the Acquisition is consummated.”