Unadjusted Cash Consideration definition

Unadjusted Cash Consideration has the meaning set forth in Section 1.2.
Sample 1
Unadjusted Cash Consideration means an amount in cash equal to (i) the Unadjusted Purchase Price, less (ii) the Share Price multiplied by the number of shares of NFGC Common Stock constituting the Stock Consideration. For the avoidance of doubt, if Purchaser does not make a Stock Election, then the Unadjusted Cash Consideration shall equal the Unadjusted Purchase Price.
Sample 1Sample 2
Unadjusted Cash Consideration means the amount of cash to be paid by Settling Supplier set forth in Item 4.1.2(a) of the Cover Sheet, before interest and before the Gaming/Partnership Proceeding Settlement Credit is applied.
Sample 1

Examples of Unadjusted Cash Consideration in a sentence

  • The total purchase price for the Assets shall be Five Hundred Forty-One Million Dollars ($541,000,000) (the “Unadjusted Purchase Price”) consisting of (i) the Unadjusted Cash Consideration and (ii) if Purchaser makes a Stock Election pursuant to Section 2.5, the Stock Consideration.

  • Prior to Closing, such Purchaser will have arranged to have available sufficient funds to enable such Purchaser to pay the Unadjusted Cash Consideration to Seller at Closing, to obtain any bonds or credit support required pursuant to Section 4.2(d) and Section 7.6, and otherwise to perform such Purchaser’s obligations under this Agreement.

  • The Reserve Amount will be deemed a reduction from the Unadjusted Cash Consideration otherwise payable to Sellers.

  • For the avoidance of doubt, if Purchaser has timely made the Stock Election but NFGC is unable or unwilling to issue all or any portion of the Stock Consideration at Closing as required under Section 5.3(e), then the calculation of the Unadjusted Cash Consideration payable by the Purchaser at the Closing in accordance with Section 5.3(d) shall reflect the actual number of shares of NFGC Common Stock constituting the Stock Consideration issued to Seller at the Closing.

  • To the extent any amounts withheld from the Unadjusted Cash Consideration pursuant to S ection 1.5(b)(i) and remitted to SMRH as unpaid Seller Transaction Expenses at the Closing are in excess of the SMRH fees actually incurred by the Group Companies or Sellers in connection with the Transactions, SMRH is authorized to remit to Sellers such excess, it being acknowledged by Buyer and the Group Companies that such excess remitted payments belong to Sellers.

  • The Parties agree to treat any payment made pursuant to S ection 2.4 or this A RTICLE 8 or anyindemnity payments made pursuant to S ection 11.2 as an adjustment to the Unadjusted Cash Consideration for applicable income Tax purposes, unless a different treatment is required by applicable Law.

  • The «Final Cash Consideration« means a cash amount equal to the Unadjusted Cash Consideration (i) plus the amount, if any, by which Closing Working Capital exceeds $1,212,000,000, or (ii) minus the amount, if any, by which $1,188,000,000 exceeds the Closing Working Capital, or (iii) with no adjustment if Closing Working Capital is an amount between $1,188,000,000 and $1,212,000,000 (inclusive).

  • The Parties agree to treat any payment made pursuant to Section 2.4 or this ARTICLE 8 or any indemnity payments made pursuant to Section 11.2 as an adjustment to the Unadjusted Cash Consideration for applicable income Tax purposes, unless a different treatment is required by applicable Law.

  • For purposes of the calculation required by clause (a) above, the Company has delivered a schedule in writing to Buyer, based on the Company's reasonable judgement, setting forth the estimates required by clauses (i), (ii) and (iii) and its calculation of the amount of the Unadjusted Cash Consideration, along with reasonable documentation substantiating its estimates.

  • The “Final Cash Consideration” means a cash amount equal to the Unadjusted Cash Consideration (i) plus the amount, if any, by which Closing Working Capital exceeds $1,212,000,000, or (ii) minus the amount, if any, by which $1,188,000,000 exceeds the Closing Working Capital, or (iii) with no adjustment if Closing Working Capital is an amount between $1,188,000,000 and $1,212,000,000 (inclusive).


More Definitions of Unadjusted Cash Consideration

Unadjusted Cash Consideration means (i) $8,696,559 (which is an amount equal to 23.4% of the Enterprise Value of the Company), if the TEAC Acquisition is consummated on or before the date of Closing, or (ii) $7,821,559 if the TEAC Acquisition is not consummated by the date of Closing.
Sample 1

Related to Unadjusted Cash Consideration

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

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

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

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

  • 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.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

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

  • 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.

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • 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.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

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

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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

  • Total adjusted capital means the sum of: