Additional Consideration has the meaning set forth in Section 3.2.
Initial Consideration has meaning ascribed by Clause 4.1;
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Earnout Consideration has the meaning specified in Section 2.05(a).
Option Consideration has the meaning set forth in Section 3.3(a).
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.
Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Unit Consideration has the meaning set forth in Section 2.2(a).
Base Consideration has the meaning set forth in Section 1.2.
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.
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Contingent Consideration has the meaning set forth in Section 1.6.
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.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Prepayment Consideration shall have the meaning set forth in Section 2.3.1.
Cash Consideration has the meaning set forth in Section 2.2.
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.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Independent Consideration shall have the meaning as set forth in Section 2.14.
Additional Payment has the meaning given in clause 11.1 (Right to repay the Facility early).
Stock Consideration has the meaning set forth in Section 2.01(c).
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 $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Merger Consideration has the meaning set forth in Section 2.1(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.