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.
Initial Consideration shall have the meaning set forth in Section 5.01.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Option Consideration has the meaning set forth in Section 3.3(a).
Initial Common Units means the Common Units sold in the Initial Offering.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Stock Consideration has the meaning set forth in Section 2.01(c).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Share Consideration has the meaning given to it in Section 2.2;
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Base Consideration has the meaning set forth in Section 1.2.
Merger Consideration has the meaning set forth in Section 3.1(a).
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Earnout Consideration has the meaning specified in Section 2.08(a).
Additional Consideration has the meaning set forth in Section 3.2.
Unit Consideration has the meaning set forth in Section 2.2(a).
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).