Final Residual Cash Consideration definition

Final Residual Cash Consideration means the Closing Residual Cash Consideration as finally determined pursuant to Section 1.10.
Sample 1Sample 2
Final Residual Cash Consideration means (i) the Base Consideration, minus (ii) Final Indebtedness, plus (iii) the amount, if any, by which Final Net Working Capital exceeds the Target Net Working Capital, minus (iv) the amount, if any, by which Final Net Working Capital is less than the Target Net Working Capital, minus (v) the Escrow Amount, minus (vi) the Holdback Amount, plus (vii) Final Cash, minus (viii) the amount of Final Transaction Expenses, minus (ix) the Aggregate Class A Preference Amount, plus (x) the amount of the Transaction Tax Benefits, minus (xi) the Pre-Closing Income Tax Amount, plus (xii) the aggregate distributions, if any, to the Unitholders pursuant to the Escrow Agreement, plus (xiii) the aggregate distributions, if any, to the Unitholders (to the extent of their applicable Common Percentage) by the Representative pursuant to Sections 1.04 and 1.09. (e) For purposes of this Agreement, the term “Per Unit Portion” means a fraction, the numerator of which is one, and the denominator of which is the sum of the number 2 of Class A Common Units and Class B Common Units issued and outstanding immediately prior to the Effective Time. (f) Each of the Merger Sub’s membership interests issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued membership interest of the Surviving Entity. Each of the Company’s Class A Common Units and Class B Common Units outstanding immediately before the Effective Time shall be canceled and extinguished, and each Unitholder shall cease to have any rights with respect thereto, except the right to receive such Unitholder’s share of the Merger Consideration in accordance with this Section 1.02. 1.03
Sample 1
Final Residual Cash Consideration means (i) the Base Consideration, minus (ii) Final Indebtedness, plus (iii) the amount, if any, by which Final Net Working Capital exceeds the Target Net Working Capital, minus (iv) the amount, if any, by which Final Net Working Capital is less than the Target Net Working Capital, minus (v) the Escrow Amount, minus (vi) the Holdback Amount, plus (vii) Final Cash, minus (viii) the amount of Final Transaction Expenses, minus (ix) the Aggregate Class A Preference Amount, plus (x) the amount of the Transaction Tax Benefits, minus (xi) the Pre-Closing Income Tax Amount, plus (xii) the aggregate distributions, if any, to the Unitholders pursuant to the Escrow Agreement, plus (xiii) the aggregate distributions, if any, to the Unitholders (to the extent of their applicable Common Percentage) by the Representative pursuant to Sections 1.04 and 1.09.
Sample 1

Examples of Final Residual Cash Consideration in a sentence

  • For any Options for which the exercise price of such Option is greater than or equal to the Per Share Portion of the Final Residual Cash Consideration allocable to such Option, such Option will be terminated for no consideration.

  • The Representative Reserve Fund will be retained by the Representative until such time as the Representative determines in its sole discretion, provided that the Representative Reserve Fund will be retained until at least the Final Residual Cash Consideration has been determined pursuant to Section 1.10.

  • The Representative Reserve Fund will be retained by the Representative until such time as the Representative will determine in its sole discretion, provided that the Representative Reserve Fund will be retained until at least the Final Residual Cash Consideration has been determined pursuant to Section 1.10.

  • The Representative (on behalf of the Stockholders and Optionholders) will act on behalf of all Indemnitors in the case of all Third Party Claims with respect to which a Parent Indemnified Party is seeking indemnification under Section 8.02 (with each Stockholder or Optionholder responsible for its portion of Representative’s costs and expenses in undertaking such representation (determined on a pro rata basis according to each such Person’s Per Share Portion of the Final Residual Cash Consideration)).

  • The Closing Statement will be derived from the Closing Balance Sheet and will, with respect to all of the amounts taken into account in calculating the Final Residual Cash Consideration (as well as the Final Residual Cash Consideration resulting therefrom), be prepared in accordance with the applicable definitions in this Agreement.

  • The Closing Statement will, with respect to all of the amounts taken into account in calculating the Final Residual Cash Consideration (as well as the Final Residual Cash Consideration resulting therefrom), be prepared in accordance with the applicable definitions in this Agreement.

  • The Closing Statement will be derived from the Closing Balance Sheet, and will, with respect to all of the amounts taken into account in calculating the Final Residual Cash Consideration (as well as the Final Residual Cash Consideration resulting therefrom), be prepared in accordance with the applicable definitions in this Agreement.


More Definitions of Final Residual Cash Consideration

Final Residual Cash Consideration means (i) the Base Consideration, minus (ii) the amount of Indebtedness as finally determined pursuant to Section 1.09, plus (iii) the sum of (a) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.09 exceeds the Adjusted Target Net Working Capital Amount and (b) fifty percent (50%) of the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.09 exceeds the Target Net Working Capital Amount up to the Adjusted Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.09 is less than the Target Net Working Capital Amount, plus (v) the amount of Cash as finally determined pursuant to Section 1.09, minus (vi) the Preference Amount, minus (vii) the amount of the Transaction Expenses as finally determined pursuant to Section 1.09.
Sample 1
Final Residual Cash Consideration means (i) the Base Consideration, plus (ii) $7,500,000, minus (iii) the amount of Indebtedness as finally determined pursuant to Section 1.09, plus (iv) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.09 exceeds the Target Net Working Capital Amount, minus (v) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.09 is less than the Target Net Working Capital Amount, plus (vi) the amount, if any, by which the WNFIC Cash Amount as finally determined pursuant to Section 1.09 exceeds the Target WNFIC Cash Amount, minus (vii) the amount, if any, by which the WNFIC Cash Amount as finally determined pursuant to Section 1.09 is less than the Target WNFIC Cash Amount, minus (viii) the Aggregate Unreturned Capital Contributions, minus (ix) the Aggregate Revaluation Amounts, minus (x) the amount of the Transaction Expenses as finally determined pursuant to Section 1.09.
Sample 1
Final Residual Cash Consideration means (i) the Base Consideration, minus (ii) the amount of Indebtedness as finally determined pursuant to Section 1.09, plus (iii) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.09 is greater than the Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.09 is less than the Target Net Working Capital Amount, minus (v) the Escrow Amount, plus (vi) the amount of Cash as finally determined pursuant to Section 1.09, minus (vii) the amount of Common Stock Merger Consideration, minus (viii) the amount of the Transaction Expenses as finally determined pursuant to Section 1.09.
Sample 1

Related to Final Residual Cash Consideration

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

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

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

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

  • 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.

  • 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.

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • 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.

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

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

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

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

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

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).