Asset Purchase Consideration definition

Asset Purchase Consideration as defined in Section 2.3.
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Asset Purchase Consideration means (a) the Closing Stock Consideration, (b) Asset Cash Consideration and (c) the Pro Rata Portion of any amounts payable, if any, at the times and in accordance with Section 3.4(d), Section 3.5 and Section 7.9, in each case without interest.
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Asset Purchase Consideration has the meaning assigned to it in Section 3.4.
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Examples of Asset Purchase Consideration in a sentence

  • If the Seller does not cure such defect or, at its election does not agree to any proposed adjustment to the Asset Purchase Consideration, the Purchaser may terminate this Agreement.

  • The Asset Purchase Agreement provides that, subject to certain conditions as described therein, Classic Cable will, directly or indirectly, acquire substantially all of the assets of Star (the "Acquisition") for a purchase price of approximately $__________ million in cash (the "Asset Purchase Consideration").

  • All indemnification payments under this Section 8 shall be deemed adjustments to the Asset Purchase Consideration.

  • As soon as practicable after the Closing of the Asset Purchase, the parties to the Asset Purchase or their designees will deliver cross-receipts acknowledging the delivery and receipt of the Asset Purchase Consideration in accordance with the provisions of Article 3 hereof.

  • As security for the indemnification obligations of the Seller under this Agreement, the Parties and the Escrow Agent shall enter into the Escrow Agreement as of the Closing Date, which shall be funded with Eight Million Dollars ($8,000,000.00) of the Asset Purchase Consideration otherwise payable to the Seller (the "Escrow Amount").

  • The Parent Shares issued as a part of the Asset Purchase Consideration in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.

  • Any decrease in the Asset Purchase Consideration pursuant to this Section 2.7 shall be referred to as a "PURCHASE PRICE ADJUSTMENT".

  • The Asset Purchase Consideration will be allocated for all purposes (including Tax and financial accounting purposes) as set forth (or in accordance with the methodology set forth) in Exhibit A hereto (the "PURCHASE PRICE ALLOCATION").

  • With respect to the costs associated with the transfer of the Seller's right, title, and interest in and to the Business to the Purchaser, at Closing, the following adjustments shall be made to the Asset Purchase Consideration, as further calculated and in accordance with the Funds Flow and Settlement Statement: The Seller agrees that it shall pay the real estate transfer Tax applicable to the transactions contemplated by this Agreement.

  • Following the date hereof and prior to the Asset Purchase Closing, Corning and Avanex shall use commercially reasonable efforts to agree on an allocation of a portion of the Asset Purchase Consideration to the Purchased Corning Assets located in Italy for Italian tax purposes.


More Definitions of Asset Purchase Consideration

Asset Purchase Consideration as defined in Section 2.2.
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Asset Purchase Consideration means the aggregate amount of the Asset Purchase Closing Payment and all Contingent Payments.
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Asset Purchase Consideration has the meaning set forth in Section 2(c) below.
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Asset Purchase Consideration means the dollar amount payable under the Asset Purchase Agreement for the assets of COBRASource being purchased thereunder.
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Asset Purchase Consideration has the meaning ascribed to it in the relevant Asset Purchase Agreement.
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Related to Asset Purchase Consideration

  • 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 $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • 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.

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • 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).

  • Per Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

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

  • 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.

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

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

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

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

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Scheme Consideration means, in respect of:

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

  • Share Consideration has the meaning given to it in Section 2.2;

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).