Cash Consideration Cap definition

Cash Consideration Cap means $79,700,000.
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Cash Consideration Cap means an amount equal to (a) the amount that is $178 million minus (b) the Cap Adjustment Amount minus (c) the Applicable Redemption Amount.
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Cash Consideration Cap means product of (i) the Maximum Cash Percentage, (ii) the number of Outstanding Shares and (iii) $33.00.
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Examples of Cash Consideration Cap in a sentence

  • Each of the terms of this Article 3 (specifically including the proration provisions set forth in Sections 3.3(d) and 3.3(f)) shall be interpreted in a manner to ensure that in no event shall either (A) the aggregate amount of the Cash Consideration received by the holders of Company Shares in the Merger exceed the Cash Consideration Cap, or (B) the aggregate number of shares of Parent Stock received by the holders of Company Shares in the Merger exceed the Parent Stock Consideration Cap.

  • For purposes of the definition of Cash Consideration Cap, the “cash value of Dissenting Shares” will equal the Cash Consideration multiplied by the number of Dissenting Shares.

  • The “Cash Proration Factor” means a fraction (x) the numerator of which shall be the Cash Consideration Cap and (y) the denominator of which shall be the product of the aggregate number of Company Shares subject to all Cash Elections made by all holders of Company Shares, multiplied by the Cash Consideration.

  • Any Cash Consideration shall be drawn from the Credit Facility or otherwise paid by Newco and Newco OP, up to a maximum amount equal to the Cash Consideration Cap (unless otherwise agreed pursuant to Section 1.7(a)).

  • The Cash Consideration Cap shall be reduced on a dollar-for-dollar basis to the extent of any cash dividends or other cash distributions declared or paid by Global or any Global Subsidiary prior to the Effective Time (other than (x) dividends and distributions by a direct or indirect wholly owned Global Subsidiary to its parent (without further distribution) and (y) the Global Third Quarter Dividend).

  • Parent and Merger Sub have the cash available (either on hand or available under its senior credit facility) sufficient for Merger Sub to pay up to the Cash Consideration Cap and the Cash Merger Consideration Cap as required by this Agreement and to otherwise consummate the transactions contemplated hereby.

  • Subject to Section 1.7(a), any amount of Cash Consideration in excess of the Cash Consideration Cap shall be contributed to Newco by the JBG Parties.

  • Any portion of the Cash Pool that is not distributed to Participating Group A Settlement Class Members as a result of the calculation described in the previous sentence (the “Cash Consideration Cap”) will be retained by CBOE for its own account, and no Settlement Class Member will be entitled to any portion of the Cash Pool that is not distributed as a result of the Cash Consideration Cap.

  • The aggregate principal amount of all cash payments made to Holders by Milan as NAVI Milestone Payments pursuant to this CVR Agreement shall in no case exceed the Cash Consideration Cap.

  • The principle of this clause 5.3 is that, subject to the effects of rounding, TABCORP Acquirer will not be obliged under the Ordinary Scheme to pay an amount as Cash Consideration in total greater than the Cash Consideration Cap.


More Definitions of Cash Consideration Cap

Cash Consideration Cap means the product of (i) the Maximum Cash Percentage, (ii) the number of Outstanding Shares and (iii) $33.00.
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Cash Consideration Cap means an amount equal to (a) the amount that is one hundred seventy eight million dollars ($178,000,000) minus (b) the Cap Adjustment Amount minus (c) the Applicable Redemption Amount.
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Cash Consideration Cap has the meaning set forth in Section 1.6(g).
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Cash Consideration Cap means five million dollars ($5,000,000).
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Cash Consideration Cap has the meaning set forth in Section ‎3.1(b)(iv).
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Cash Consideration Cap means the lesser of (a) the sum of (i) the aggregate amount of Available Parent Cash plus (ii) the aggregate amount of cash that has been funded to and remains with Parent pursuant to the PIPE Subscription Agreements, if any, and the aggregate amount of cash that has been funded to and remains with the Company pursuant to the Designated Company Warrants, in each case as of immediately prior to the Closing, minus (iii) the Company Transaction Expenses minus (iv) the aggregate amount of Parent Transaction Expenses that were not included in the calculation of the Available Parent Cash, it being understood and agreed that the Available Parent Cash takes into account any Excess Parent Transaction Expenses that are paid in cash and all Excluded Parent Transaction Expenses, minus (v) the Primary Cash Amount and (b) $50,000,000; provided that the Cash Consideration Cap shall not be less than zero, provided, further, that if all or any portion of the Backstop Subscription is funded, the Cash Consideration Cap shall be zero.
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Related to Cash Consideration Cap

  • 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.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

  • 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.

  • 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.

  • 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.

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • 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.

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

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

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

  • 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 2.05(a).

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

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

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

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

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

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

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • 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.