Earnout Consideration has the meaning set forth in Section 2.6 below.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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).
Transfer Price has the meaning set forth in Section 2.01.
Combination Products means any product containing both a pharmaceutically active agent or ingredient which constitutes a Licensed Product and one or more other pharmaceutically active agents or ingredients which do not constitute Licensed Products.
Earn-Out Consideration is defined in Section 2.5(c).
Cash Consideration has the meaning set forth in Section 2.2.
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.
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));
Offer Price has the meaning set forth in the Recitals.
Closing Cash Consideration has the meaning set forth in Section 2.02.
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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.
Net Sales Price means the gross billing price of any PRODUCT received by Licensee or its SUBLICENSEE for the sale or distribution of any PRODUCT, less the following amounts actually paid by Licensee or SUBLICENSEE:
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).
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Base Consideration is defined in Section 2.2.
Offer Price or Purchase (Public Offer) Price means the sum to be paid by the investor for purchase of one Unit, such price to be determined pursuant to this document.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).