Actual Cash Consideration definition

Actual Cash Consideration has the meaning set forth in Section 1.4(a).
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Actual Cash Consideration means the Cash Consideration, the Downwardly Adjusted Cash Consideration or the Upwardly Adjusted Cash Consideration, as the case may be, that any holder of Citywide Common Stock will be entitled to receive for each Citywide Converted Common Share pursuant to Sections 2.3(a) and 2.4.
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Actual Cash Consideration means the Cash Consideration as reduced by the Downwardly Adjusted Cash Consideration, if any, or increased by the Upwardly Adjusted Cash Consideration, if any.
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Examples of Actual Cash Consideration in a sentence

  • Heartland has or will have as of the Closing Date sufficient capital and readily available funds to enable it to consummate the transactions contemplated by this Agreement and to deliver the Actual Cash Consideration as provided for in this Agreement.

  • Within 10 Business Days after the Closing, Heartland or a paying agent appointed by Heartland will cause to be distributed to each holder of shares of FBLB Common Stock a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such shares in exchange for the Stock Consideration and the Actual Cash Consideration for each FBLB Converted Common Share (a “Letter of Transmittal”).

  • Within 10 Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a share of AIM Common Stock, Heartland or such paying agent will distribute to the Person in whose name such certificate is registered, the Stock Consideration and the Actual Cash Consideration, and, if applicable, cash in the amount of any Fractional Share Amount.

  • Heartland has cash on hand to pay the Actual Cash Consideration for each Citywide Converted Common Share and to satisfy all of its other obligations under this Agreement and consummate the transactions contemplated by this Agreement.

  • Within five (5) Business Days after the Closing, Heartland will cause to be distributed to each holder of shares of Citywide Common Stock a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such shares in exchange for the Stock Consideration and the Actual Cash Consideration for each Citywide Converted Common Share (a “Letter of Transmittal”).

  • This derogation is conditional upon receipt by the FSMA of the Certificate confirming the availability of the funds with the underlying banks and an overview of all resources available to AB InBev for the purpose of paying the Actual Cash Consideration Value due under the Belgian Offer.

  • Within five (5) Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a share of Citywide Common Stock, Heartland or such paying agent will distribute to the Person in whose name such certificate is registered, the Stock Consideration and the Actual Cash Consideration, and, if applicable, cash in the amount of any Fractional Share Amount.

  • For illustrative purposes, set out below is an example calculation of the maximum amount of the Actual Cash Consideration Value that AB InBev would actually be required to pay under the Belgian Offer, assuming that at the time of the Belgian Offer, SABMiller has 1,656,404,007 shares outstanding in issue.

  • As a result, the FSMA considered that AB InBev would, in the context of the Belgian Offer, never commit to pay a higher cash amount than the Actual Cash Consideration Value for which the Certificate would be provided.

  • Within 10 Business Days after the Closing, Heartland or a paying agent appointed by Heartland will cause to be distributed to each AIM Shareholder a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such shares in exchange for the Stock Consideration and the Actual Cash Consideration for each AIM Converted Common Share (a “Letter of Transmittal”).


More Definitions of Actual Cash Consideration

Actual Cash Consideration means the Cash Consideration, the Downwardly Adjusted Cash Consideration or the Upwardly Adjusted Cash Consideration, as the case may be, that any holder of shares of FBLB Common Stock will be entitled to receive for each FBLB Converted Common Share pursuant to Sections 2.3(a) and 2.4.
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Related to Actual Cash Consideration

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

  • 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.

  • 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).

  • Actual Cash Value means purchase price less depreciation.

  • 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.

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

  • Merger Consideration has the meaning set forth in Section 3.1(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 Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

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

  • Base Consideration has the meaning set forth in Section 1.2.

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

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

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • 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.

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

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

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

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