Equity Consideration has the meaning set forth in Section 2.02.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Earnout Consideration has the meaning set forth in Section 2.8.
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Sale Consideration means the proceeds of any sale or other disposal of the relevant securities of a Minority Member pursuant to this rule 149.
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.
Closing Stock Consideration has such meaning as set forth in Section 2.7(b).
Contingent Consideration has the meaning set forth in Section 1.6.
Initial Consideration shall have the meaning set forth in Section 5.01.
Base Consideration has the meaning set forth in Section 1.2.
Cash Consideration has the meaning set forth in Section 2.2.
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.
Prepayment Consideration shall have the meaning set forth in Section 2.3.1.
Closing Cash Amount has the meaning set forth in Section 2.2.
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.
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Share Consideration has the meaning given to it in Section 2.2;
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.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).