Delayed Varex Asset Consideration means an amount of cash necessary for the applicable member of the Varex Group to pay to the applicable members of the Parent Group in full pursuant to the agreements set forth on Schedule 1.1(b).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Closing Consideration shall have the meaning set forth in Section 2.1(b).
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 Consideration has the meaning set forth in Section 2.2.
Earnout Consideration has the meaning specified in Section 2.05(a).
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.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Initial Consideration has meaning ascribed by Clause 4.1;
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.
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.
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.
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;
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Contingent Consideration has the meaning set forth in Section 1.6.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Assumed Final Distribution Date The Distribution Date occurring in November 2035.
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.
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.