Final Aggregate Cash Consideration definition

Final Aggregate Cash Consideration means an amount equal to the sum of (a) $2,350,000,000.00, (b) minus the amount of the Working Capital Adjustment, if any, (c) plus Closing Cash (which may be a negative number), (d) minus Closing Indebtedness, (e) minus Outstanding Company Expenses, (f) minus the Adjustment Escrow Amount, (g) minus the Post Measurement Date Payment Amount, (h) minus $2,250,000.00.
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Final Aggregate Cash Consideration means the Aggregate Cash Consideration (i) as shown in the Post-Closing Certificate, if no Dispute Notice with respect thereto is duly and timely delivered by Cementos pursuant to Section 2.06(b), or (ii) if a Dispute Notice is duly and timely delivered by Cementos pursuant to Section 2.06(b), (A) as agreed by Summit and Cementos pursuant to Section 2.06(c) or (B) in the absence of such agreement with respect to any disputed item(s), as shown in the Resolution Accountants’ calculation delivered pursuant to Section 2.06(c).
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Final Aggregate Cash Consideration means the Aggregate Cash Consideration as set forth on the Final Closing Statement. “Final Closing Statement” means the Post-Closing Statement that (a) is deemed final in accordance with Section 2.6(c)(i) or (b) results from the determinations made by the Accountant in accordance with Section 2.6(c)(iv), as applicable. “Final Determination” means, with respect to a dispute, an occurrence where (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable Order or judgment with respect to a claim or (c) an arbitration or like panel shall have rendered a final non-appealable determination with respect to disputes the parties have agreed to submit thereto. “Final Merger Cash Consideration” means the Merger Cash Consideration as set forth on the Final Closing Statement. “Financial Statements” has the meaning set forth in Section 3.5(a).
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Examples of Final Aggregate Cash Consideration in a sentence

  • Assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, the Purchaser will have, as of the Closing, sufficient cash available, directly or through one or more Affiliates, to pay the Final Aggregate Cash Consideration, the Payoff Indebtedness, the Company Expenses and all other fees and expenses and other payment obligations required to be paid by the Purchaser in connection with this Agreement on the terms contemplated by this Agreement.

  • In the event that the Seller Adjustment Payment is greater than the Adjustment Escrow Fund, the amount by which the Seller Adjustment Payment exceeds the Adjustment Escrow Funds shall be paid by the Sellers to the Purchaser by wire transfer of immediately available funds to the account designated by the Purchaser within three (3) Business Days of the determination of the Final Aggregate Cash Consideration.

  • Notwithstanding anything to the contrary in this Agreement, the process set forth in this Section 2.7 shall be the sole and exclusive remedy of the Parties for any disputes related to items required to be included or reflected in the calculation of the Final Aggregate Cash Consideration, except in the case of actual fraud.

  • The Final Aggregate Cash Consideration Calculation Statement, as adjusted pursuant to this Section 2.6(b)(ii), will be final and binding on the Parties.

  • The Resolution Accountants shall render such resolution in writing, and the calculation of the remaining Items of Disagreement referred to the Resolution Accountants and the Final Aggregate Cash Consideration as determined by the Resolution Accountants shall be binding upon the Parties absent manifest error or actual intentional common law fraud (and not constructive fraud or other similar claims based on constructive knowledge, negligent misrepresentation, recklessness or similar theories).

  • Upon determination, in accordance with Section 2.6(b), of the Final Aggregate Cash Consideration Calculation Statement and the final calculations of the items to be included therein under Section 2.6(a), the Aggregate Cash Consideration will be recalculated using such finally determined amounts.

  • In the event that Sellers’ Designee accepts the calculations set forth in the Closing Statement or does not object to the Closing Balance Sheet or Closing Statement by written notice of objection (the “Notice of Objection”) delivered to the Purchaser within thirty (30) days after receipt of the Closing Balance Sheet and the Closing Statement by Sellers’ Designee, the calculation of the Final Aggregate Cash Consideration pursuant to the Closing Statement shall be deemed final and binding.

  • During such forty-five (45) day period, Shareholder Representative and its representatives and advisors will be permitted to review all materials and information used by Buyer in preparing the Final Aggregate Cash Consideration Calculation Statement and Buyer will make available such personnel as are reasonably necessary to assist Shareholder Representative in its review of the Final Aggregate Cash Consideration Calculation Statement.


More Definitions of Final Aggregate Cash Consideration

Final Aggregate Cash Consideration is defined in Section 1.8(a).
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Related to Final Aggregate Cash Consideration

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

  • 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.

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

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

  • 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.

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

  • 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.

  • 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.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • 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.

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

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • 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.

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

  • Aggregate Cap has the meaning set forth in Section 20.1A.

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • 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.