Excluded Site Consideration definition

Excluded Site Consideration means (i) with respect to each Excluded Site designated as such pursuant to Section 4.3(b)(vi) or Section 4.3(b)(vii), the greater of (A) the Allocated Consideration for such Portfolio Site set forth on Schedule 2 and (B) $0.00, and (ii) with respect to each Excluded Site designated as such pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereof) or that is returned to the Verizon Parties after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9, the average of the Allocated Consideration set forth on Schedule 2 for all Portfolio Sites designated as Excluded Sites pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereof) or that are returned to the Verizon Parties after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9; provided, however, that if the average calculated pursuant to this clause (ii) is less than $0, the Excluded Site Consideration of each Excluded Site described in this clause (ii) shall be deemed to be $0.
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Excluded Site Consideration means (i) with respect to each Excluded Site designated as such pursuant to Section 4.3(b)(vi) or Section 4.3(b)(vii) and any Portfolio Site that is deemed to be an Excluded Site pursuant to Section 9.19(b), the greater of (A) the Allocated Consideration for such Portfolio Site set forth on Schedule 2 and (B) $150,000, and (ii) with respect to each Excluded Site designated as such pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereof and any Portfolio Site that is deemed to be an Excluded Site pursuant to Section 9.19(b)) or that is returned to the AT&T Parties after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9, the average of the Allocated Consideration set forth on Schedule 2 for all Portfolio Sites designated as Excluded Sites pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereof and any Portfolio Site that is deemed to be an Excluded Site pursuant to Section 9.19(b)) or that are returned to the AT&T Parties after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9; provided, however, that if the average calculated pursuant to this clause (ii) is less than $0, the Excluded Site Consideration of each Excluded Site described in this clause (ii) shall be deemed to be $0.
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Excluded Site Consideration means (i) with respect to each Excluded Site designated as such pursuant to S ection 4.3(b)(vi) or S ection 4.3(b)(vii) and any Portfolio Site that is deemed to be an Excluded Site pursuant to S ection 9.19(b), the greater of (A) the Allocated Consideration for such Portfolio Site set forth on S chedule 2 and (B) $150,000, and (ii) with respect to each Excluded Site designated as such pursuant to S ection 4.3(b) (other than clauses(vi) and (vii) thereof and any Portfolio Site that is deemed to be an Excluded Site pursuant to S ection 9.19(b)) or that is returned to the AT&T Parties after the Initial Closing pursuant to S ections 4.3(a), 4 .5, 4 .6, 4 .7 or 4 .9, the average of the Allocated Consideration set forth on S chedule 2 for all Portfolio Sites designated as Excluded Sites pursuant to S ection 4.3(b) (other than clauses (vi) and (vii) thereof and any Portfolio Site that is deemed to be an Excluded Site pursuant to S ection 9.19(b)) or that are returned to the AT&T Parties after the Initial Closing pursuant to S ections 4.3(a), 4 .5, 4 .6, 4 .7 or 4 .9; provided, h owever, that if the average calculatedpursuant to this clause (ii) is less than $0, the Excluded Site Consideration of each Excluded Site described in this clause (ii) shall be deemed to be $0. “FAA” means the United States Federal Aviation Administration or any successor federal Governmental Authority performing a similar function. “FCC” means the United States Federal Communications Commission or any successor Governmental Authority performing a similar function. “Final Closing Date” has the meaning set forth in S ection 4.2(a).
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Examples of Excluded Site Consideration in a sentence

  • If applicable, the Verizon Parties shall make payment to Acquiror on the date that is 20 Business Days after the Final Closing Date in respect of all Portfolio Sites with respect to which Verizon is required to refund the Excluded Site Consideration under this Article 4.

  • No later than five Business Days following the Final Closing Date, Acquiror shall provide Verizon with Acquiror’s calculation of the Net Amount with respect to each Portfolio Site for which Verizon is required to refund the Excluded Site Consideration under this Article 4, together with reasonable supporting documentation.


More Definitions of Excluded Site Consideration

Excluded Site Consideration means, with respect to each Excluded Site designated or deemed to be an Excluded Site in accordance with this Agreement prior to or at the applicable Closing or that is returned to Seller after the applicable Closing and on or prior to the Final Closing Date in accordance with Sections 4.4(c) or 4.6, the Allocated Site Consideration for such Portfolio Site; provided, however, that, with respect to any Excluded Site for which Seller has held back the Allocated Site Holdback Consideration in accordance with this Agreement at the Closing for such Excluded Site, the amount of the Excluded Site Consideration for such Excluded Site will be reduced by the Allocated Site Holdback Consideration.
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Related to Excluded Site Consideration

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Base Consideration is defined in Section 2.2.

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

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

  • Excluded Securities means, provided such security is issued at a price which is greater than or equal to the arithmetic average of the Closing Bid Prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of issuance, any of the following: (a) any issuance by the Company of securities in connection with a strategic partnership or a joint venture (the primary purpose of which is not to raise equity capital), (b) any issuance by the Company of securities as consideration for a merger or consolidation or the acquisition of a business, product, license, or other assets of another person or entity and (c) options to purchase shares of Common Stock, provided (I) such options are issued after the date of this Warrant to employees of the Company within thirty (30) days of such employee's starting his employment with the Company, and (II) the exercise price of such options is not less than the Closing Bid Price of the Common Stock on the date of issuance of such option.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries 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, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

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

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Excluded Stock means:

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • 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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • 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).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Scheme Consideration means, in respect of:

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

  • Excluded Shares has the meaning set forth in Section 2.1(b).

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.