Remaining Cash Consideration definition

Remaining Cash Consideration means (x) the aggregate of all amounts payable in cash to which the shareholders of ITC or holders of options or other incentive equity in ITC are entitled pursuant to Article II of the Merger Agreement minus (y) the Cash Funding Amount.
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Remaining Cash Consideration has the meaning specified in Section 4.1(b)(v).
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Remaining Cash Consideration means (A) for purposes of Section 4.1(b), (1) the Aggregate Cash Consideration, minus (2) the amount paid pursuant to Section 4.1(b)(i), minus (3) the amount paid pursuant to Section 4.1(b)(iii) or (B) for purposes of Section 4.1(c), (1) the Aggregate Cash Consideration, minus (2) the Available Cash Shortfall Amount, minus (3) the amount paid pursuant to Section 4.1(c)(i), minus (4) the amount paid pursuant to Section 4.1(c)(iii).
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Examples of Remaining Cash Consideration in a sentence

  • As of the Effective Date, the Purchaser has available assets sufficient for the payment of the Remaining Cash Consideration.

  • The Upfront Cash Consideration has been satisfied by the Company on 24 August 2021, and the Remaining Cash Consideration and the consideration for the Commercial Vehicles shall be funded from the Company’s internal resources.

  • Purchaser shall pay the Remaining Cash Consideration to Seller no later than the Payment Deadline by wire transfer of immediately available funds in accordance with the wire instructions set forth on Exhibit B attached hereto.

  • The Company was in constant discussions with AB1 during these months, with the intention of paying the Remaining Cash Consideration after the technical issues with the operational handover were resolved (anticipated to be in January 2019).

  • Upon these outstanding technical matters being resolved (anticipated to be no later than September 2019), ICI will then complete the payment of the Remaining Cash Consideration, the Migration Fee and the Maintenance Fee.

  • Please advise the basis for ICI’s view that the delay in the payment of the Remaining Cash Consideration and Maintenance Fee is not material to ICI.

  • Furthermore, according to Appellant's operating agreement, Mr. Doll “wields greater power over company matters with regards to dispute resolution than the other [three] Managing Board members.” (Id.) Specifically, if the Managing Board reaches a stalemate that impedes Appellant's ability to perform under any contract, the issue is referred to Mr. Doll and Mr. Hesser for decision.

  • As a result of further discussions between ICI and AB1 from the end of January 2019, on 1 March 2019, both companies agreed to an extension of the outstanding payments (Remaining Cash Consideration, Maintenance Fee and Migration fee) to be deferred up to September 2019.

  • The Commission will consider approval of a Letter of No Prejudice (LONP) to advance a project programmed in the Local Partnership Program.

  • To accede to the Company utilizing the Shortfall to offset the Remaining Cash Consideration and/or Consideration Shares due and owing to the Vendors, in any amount as decided in the absolute discretion of the Company.


More Definitions of Remaining Cash Consideration

Remaining Cash Consideration means (x) the Cash Consideration less (y) the Total Series A1 Liquidation Preference.
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Remaining Cash Consideration means an amount in cash equal to the result obtained by subtracting (a) the sum of (i) the Series A Cash Preference, in the aggregate, for all Series A Shares, (ii) the Series B Cash Preference, in the aggregate, for all Series B Shares, (iii) the Series C Cash Preference, in the aggregate, for all Series C Shares and (iv) the Series D Cash Preference, in the aggregate, for all Series D Shares from (b) the Cash Consideration.
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Remaining Cash Consideration means $10,000,000 less any and all cash amounts paid as Merger Consideration to Non-Accredited NIOR Stockholders plus any cash payable to NIOR Stockholders in lieu of fractional shares pursuant to Section 2.6(e).
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Remaining Cash Consideration means an amount of cash equal to the Aggregate Cash Consideration, minus the Aggregate Series A Cash Consideration, and minus the Aggregate Series B Cash Consideration.
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Remaining Cash Consideration shall have the meaning set forth in Section 2.1(d)(v).
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Related to Remaining Cash Consideration

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

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

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

  • 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.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

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

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

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

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

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

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

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • 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.

  • Holdback Amount has the meaning set forth in Section 2.06(a).