Bidder Contributed Cash definition

Bidder Contributed Cash in Section 2.4 of the Formation Agreement are deleted and the words "Bidder Contributed Cash to OpCo" are inserted in their place.
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Bidder Contributed Cash means the Bidder Contributed Cash to OpCo and the Bidder Contributed Cash to HoldCo."
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Bidder Contributed Cash is defined above in the preamble. -----------------------
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Examples of Bidder Contributed Cash in a sentence

  • If the amount of the Additional Consideration is such that the BAM HoldCo Interest, as adjusted pursuant to this Section 3.8(b), would be greater than or equal to 50%, the BAM HoldCo Interest shall be adjusted to 49.9% and Bidder and BAM shall agree upon the form of additional consideration to be provided by Bidder, which may include an increase of the Bidder Contributed Cash and an increase in the number of Bidder Contributed Shares.

  • The parties hereto desire to provide in this Agreement for the terms and conditions under which Thrasher, the Transferring Entities and Bidder Member will contribute the Thrasher Contributed Assets and the Thrasher Assumed Liabilities and the Bidder Contributed Cash and, if applicable, the Bidder Contributed Shares, respectively, and OpCo, HoldCo Sub and HoldCo will be organized and operated.

  • At each Closing, HoldCo shall immediately make a cash distribution to the Transferring Entities equal to the Bidder Contributed Cash (excluding the Working Capital Contribution) contributed at such Closing by Bidder Member, which distribution shall be apportioned among the Transferring Entities as set forth on Exhibit A-1 (which shall be delivered by Thrasher after the date hereof at each Closing).

  • Her counsel, (“Ms Gill”), relying on BJS v BJT [2013] 4 SLR 41 (“BJS”) at [28] argues that although the Husband did not have legal title of his one-quarter share of property at the material time parties were living there, the court is empowered to regard it as a matrimonial asset.

  • If the amount of the Additional Consideration is such that the Thrasher HoldCo Interest, as adjusted pursuant to this Section 2A.10, would be greater than or equal to 50%, the Thrasher HoldCo Interest shall be adjusted to 49.9% and Bidder and Thrasher shall agree upon the form of additional consideration to be provided by Bidder, which may include an increase of the Bidder Contributed Cash and an increase in the number of Bidder Contributed Shares.

  • The increased BAM HoldCo Interest shall be equal to the quotient of (A) an amount equal to (1) $650,000,000 plus (2) the Additional Consideration less (3) the amount of the BAM Capital Distribution, divided by (B) an amount equal to (1) $650,000,000 plus (2) the Additional Consideration, plus (3) $250,000,000, being the amount of the Bidder Contributed Cash, plus (4) $197,000,000, less (5) the amount of the BAM Capital Distribution.

  • Subject to the terms and conditions of this Agreement, at the Closing, in exchange for the issuance by OpCo to Bidder Member, of a 51.9 Percentage Interest in OpCo (the "Bidder OpCo Interest"), Bidder Member shall contribute to OpCo, and OpCo shall accept the - contribution from Bidder Member of, the Bidder Contributed Cash.


More Definitions of Bidder Contributed Cash

Bidder Contributed Cash means the amount equal to (A) the Contributed Tower Value for such Closing, plus, (B) the Working Capital Contribution for such Closing, minus (C) the Thrasher Contributed Interest for such Closing, minus (D) the Permitted Shares Value for such Closing, minus (E) the Incurred Debt for such Closing.
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Bidder Contributed Cash is defined in Section 2A.9 of the Formation Agreement.
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Bidder Contributed Cash is defined in Section 2A.9(b).
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Bidder Contributed Cash means the amount equal to (A) the Contributed Tower Value for such Closing, plus, (B) the Working Capital Contribution for such Closing, minus (C) the Xxxxxxxx Contributed Interest for such Closing, minus (D) the Permitted Shares Value for such Closing, minus (E) the Incurred Debt for such Closing.
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Related to Bidder Contributed Cash

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

  • Available Excluded Contribution Amount means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as determined by the Borrower in good faith, but excluding any Cure Amount) received (or deemed received) by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:

  • Taxable value per membership pupil means each of the following divided by the district’s membership:

  • Contribution Value means the fair market value as reasonably determined by the General Partner of property (other than cash) contributed by a Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is treated as assuming or taking subject to pursuant to the provisions of Section 752 of the Code).

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

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • Half-value layer (HVL) means the thickness of specified material which attenuates the beam of radiation to an extent such that the AKR is reduced by one-half of its original value. In this definition, the contribution of all scattered radiation, other than any which might be present initially in the beam concerned, is deemed to be excluded.

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Cash contributions means the re- cipient’s cash outlay, including the outlay of money contributed to the re- cipient by third parties.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the Annual Additions to the Member's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Member's nondeductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Employer, and the Annual Additions attributable to all welfare benefit funds, individual medical accounts, and simplified employee pensions, maintained by the Employer), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The maximum aggregate amount in any Limitation Year is the lesser of (i) 125 percent of the dollar limitation under Code Section 415(c)(1)(A) after adjustment under Code Section 415(d) or (ii) 35 percent of the Member's Compensation for such year. If the Employee was a member as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Plan Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (i) the excess of the sum of the fractions over 1.0 times (ii) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plan made after May 5, 1986, but using the Code Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all employee contributions as Annual Additions.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

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

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

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