Cash Contribution Consideration definition

Cash Contribution Consideration means, with respect to an Investor Group Member, a number of Topco Shares equal to the result of (i) the amount of the Cash Contribution of such Investor Group Member, divided by (ii) the Per Share Subscription Price (which number, with respect to the Investor determined based on the amount of the Cash Contribution and Per Share Subscription Price as of the date hereof, is set forth in the column entitled “Cash Contribution Consideration” opposite such Investor’s name on Schedule A hereto).
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Cash Contribution Consideration means, with respect to an Investor Group Member, a number of Topco Shares equal to the result of
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Cash Contribution Consideration means the consideration paid to the Plan Proponents in exchange for the Cash Contribution, in accordance with this Plan.
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Examples of Cash Contribution Consideration in a sentence

  • Subject to the terms and conditions set forth herein and the Equity Commitment Letter and the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Equity Commitment Letter, the closing of the subscription by, and issuance to, the Sponsor or its designated Person (as applicable) of Cash Contribution Consideration contemplated hereby (the “Cash Contribution Closing”) shall take place at or immediately prior to the Closing.

  • Subject to the terms and conditions set forth herein and the Equity Commitment Letter and the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Equity Commitment Letter, the closing of the subscription by, and issuance to, the Sponsor or his designated Person (as applicable) of Cash Contribution Consideration contemplated hereby (the “Cash Contribution Closing”) shall take place at or immediately prior to the Closing.

  • If the Final Net Working Capital (as determined in accordance with this Section 1.3) is greater than the Net Working Capital Benchmark, the Members shall be entitled to receive (in accordance with their respective, relative Cash Contribution Consideration Percentage) from Holdco, in cash and without interest thereon, an amount equal to the amount by which the Final Net Working Capital exceeds the Net Working Capital Benchmark on a dollar-for-dollar basis.

Related to Cash Contribution Consideration

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

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

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

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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 Borrower and all of the Guarantors 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 Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors 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 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

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

  • Contribution Amount has the meaning given in subsection 444-90(1A) in Schedule 1 of the Australian Taxation Administration Act 1953 (Cth).

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

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

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

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

  • 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.

  • 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;

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • 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.

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

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

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