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.
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).
Stock Consideration has the meaning set forth in Section 2.01(c).
Initial Consideration shall have the meaning set forth in Section 5.01.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Cash Consideration has the meaning set forth in Section 2.2.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Merger Consideration has the meaning set forth in Section 3.1(a).
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.
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.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
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.
Share Consideration has the meaning given to it in Section 2.2;
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Earn-Out Consideration is defined in Section 2.5(c).
Base Consideration has the meaning set forth in Section 1.2.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
Option Consideration has the meaning set forth in Section 3.3(a).
Additional Consideration has the meaning set forth in Section 3.2.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Aggregate Consideration has the meaning set forth in Section 11.6(C).