Final Total Consideration definition

Final Total Consideration means the sum of (i) the Final Lease Site Rent for all Lease Sites, plus (ii) the Final Assignable Site Price for all Assignable Sites, plus (iii) the Final Managed Site Consideration for all Managed Sites less (iv) if the CA/NV Inclusion occurs at the CA/NV Subsequent Closing Date, $100,000,000.
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Final Total Consideration has the meaning set forth in Section 2.04(f)(i).
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Final Total Consideration means the Total Closing Consideration and each of its components, as finally determined pursuant to this Section 2.4.
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Examples of Final Total Consideration in a sentence

  • In addition, promptly after the Final Total Consideration is determined, the T-Mobile Contributors shall cause to be delivered to the Tower Operator a revised draft of Exhibit D to the MPL based on the financial information for the Sites used to calculate the Final Total Consideration in accordance with Article 3.

  • All payments made pursuant to this Article 12 shall, to the fullest extent permitted by applicable Law, be treated for all Tax purposes (to the extent such treatment is consistent with the rent allocations made for purposes of Section 467 of the Code pursuant to Section 12 of the MPL) as adjustments to the Final Total Consideration.

  • In the event that the Total Consideration set forth in the Closing Payment Certificate and the Payment Spreadsheet is greater than the Final Total Consideration as recalculated, Buyer shall recover from the Escrow Fund, an amount equal to such excess (“Overpayment Amount”).

  • Within one hundred twenty (120) days after the Closing Date, Purchaser shall prepare and deliver to Seller Representative a draft allocation of the Final Total Consideration (plus any assumed liabilities required to be taken into account) among the assets of the Company (the “Purchase Price Allocation”).

  • The Estimated Total Consideration, as agreed upon in writing by Seller and Purchaser, will be used to calculate the Closing Consideration payable at the Closing with the Final Total Consideration being determined after the Closing, as set forth herein.

  • As consideration for this Amendment, for purposes of the Master Agreement and the Collateral Agreements, subject to Section 4 of this Amendment, the amount payable by the Crown Parties to the T-Mobile Parties pursuant to Section 3.2 of the Master Agreement, the Closing Total Consideration and the Final Total Consideration will each be reduced by $15,000,000.

  • When the Final Closing Statement is determined, the amount of the Net Debt Difference and the Total Consideration set forth therein will be the “Final Net Debt Difference” and the “Final Total Consideration”, respectively, and each component of Final Net Debt Difference and Final Total Consideration as set forth in their respective definitions shall also be final.

  • If (i) the amount of the Total Consideration exceeds the amount of the Final Total Consideration, in each case, disregarding the Tournament Payment (such excess amount, the “Negative Adjustment Amount”), then Seller shall deliver to Buyer an amount in cash equal to the portion of the Negative Adjustment Amount as set forth on the Payment Spreadsheet, in immediately available funds by wire transfer to an account designated by Buyer in writing.


More Definitions of Final Total Consideration

Final Total Consideration has the meaning specified in Section 2.19(a).
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Related to Final Total Consideration

  • 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.

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

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

  • Base Consideration has the meaning set forth in Section 1.2.

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

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

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

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

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

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • 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.

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

  • 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.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

  • 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.

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

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • 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 $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • 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.