Acquisition Cash Consideration definition

Acquisition Cash Consideration means an aggregate principal amount of up to $390.0 million in cash to be paid to the equity holders of the Company pursuant to the Acquisition.
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Acquisition Cash Consideration means the aggregate cash consideration set forth in the Covance Acquisition Agreement as in effect on November 2, 2014 to be paid as part of the purchase price in connection with the Covance Acquisition.
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Acquisition Cash Consideration means, with respect to any calendar month, the aggregate cash consideration paid by the Loan Parties in respect of any Permitted Acquisition during such month.
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Examples of Acquisition Cash Consideration in a sentence

  • The Borrower will use the proceeds of the Cash Contribution on the One-Step Merger Closing Date or the Tender Offer Closing Date, as applicable, in each case, to fund the Acquisition Cash Consideration and to pay Transaction Costs then due and payable prior to the use of proceeds of the Term Facility (including the release of any proceeds of the Term Facility from the Escrow Account referred to below).

  • To the extent that Timeline has not yet so reimbursed the Buyer, the Buyer shall be entitled to set off such amounts against the Second Acquisition Cash Consideration or the Buyer Notes, and such set off shall constitute payment thereunder by the Buyer to the extent of the amount so set off.

  • Purpose: The proceeds of the borrowings under the Bridge Facility shall be used by the Borrower to pay a portion of (i) the Acquisition Cash Consideration and (ii) the Transaction Costs.

  • Gross Loan Proceeds $ 13,000,000.00 T N S Acquisition Cash Consideration $ 700,000.00 Equity Proceeds $ 2,900,000.00 Adex Acquisition Cash Consideration1 $ 12,819,594.00 Debt Repayment - UTA Capital $ 753,493.16 Cash retained by Borrower $ 605,074.63 Fees & Expenses2 $ 1,021,838.21 1 Includes $1,242,487.74 Bank Hapoalim payoff amount.

  • The consideration for the U-Gas Acquisition shall be satisfied by cash of S$2,760,000 (the "U- Gas Acquisition Cash Consideration") payable in accordance with the schedule set out below, and the issuance and allotment of the U-Gas Acquisition Consideration Shares in favour of the Vendor on the U-Gas Acquisition Completion Date.

  • To the extent that Timeline has not yet reimbursed the Buyer for such taxes, the Buyer shall be entitled to set off such amounts against the Second Acquisition Cash Consideration or the Buyer Notes, and such set off shall constitute payment thereunder by the Buyer to the extent of the amount so set off.

  • The proceeds shall be used by the Borrower (i) to pay all or a portion of the Acquisition Cash Consideration and (ii) to pay the Transaction Costs.


More Definitions of Acquisition Cash Consideration

Acquisition Cash Consideration means, [*]
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Acquisition Cash Consideration means any cash consideration offered to or for the benefit of shareholders of the Targets as part of the Acquisition (whether directly or indirectly), but excluding any amount payable to shareholders of the Targets pursuant to any Buyback. Acquisition Costs means all fees, costs and expenses, stamp, registration and other Taxes incurred by the Companies or any other member of the Group in connection with the Acquisition and the Finance Documents.
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Related to Acquisition Cash Consideration

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

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

  • 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 Company or a Restricted Subsidiary 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, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

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

  • 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.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • Cash Payment has the meaning set forth in Section 2.02(a).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Base Merger Consideration means $1,200,000,000.