Maximum Additional Consideration definition

Maximum Additional Consideration means an amount equal to the lesser of (a) $12,500,000 and (b) the aggregate amount of proceeds available for distribution to the equityholders of Purchaser following satisfaction of the Distribution Threshold; provided, however, that the Maximum Additional Consideration shall be subject to offset pursuant to Section 9.08.
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Maximum Additional Consideration is defined in Section 1.9(a).
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Maximum Additional Consideration shall have the meaning assigned thereto in subparagraph 8(b)(vii) herein.
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Examples of Maximum Additional Consideration in a sentence

  • Following the satisfaction of the Distribution Threshold, Purchaser shall not make any additional distributions to any of its equityholders until Purchaser has made aggregate payments to Seller equal to the Maximum Additional Consideration.

  • In the event the Distribution Threshold has been satisfied, whether as a result of a direct or indirect sale of Purchaser by its equityholders (or similar transactions) or otherwise, Purchaser shall cause an amount equal to the Maximum Additional Consideration to be paid to Seller within ten (10) Business Days of such sale by wire transfer of immediately available funds to such account as Seller may designate to Purchaser in advance in writing.

  • After this low point the role of food stamps in stabilizing food consumption volatility rose to about 6–7 percent for these groups just before and after passage of PRWORA.[Figure 6 here] The consumption insurance offered by the Food Stamp Program fell in the 1990s relative to the 1980s.

  • In no event shall the Additional Consideration payable hereunder exceed the Maximum Additional Consideration.

  • Each Other Holder who is not an Employee Shareholder may earn up to one hundred percent (100%) of his or her pro rata portion of the Maximum Additional Consideration (the portion of the Maximum Additional Consideration which may be collectively obtained by Other Holders who are not Employee Shareholders is hereinafter referred to as the "NON-EMPLOYEE SHAREHOLDER PORTION") if HKS achieves a cumulative Merchant Count of 500,000 merchants no later than December 31, 2002.

  • The Company hereby reserves the right to issue up to the Maximum Additional Consideration to the Stockholders at any time in its sole discretion in complete satisfaction of its obligation to pay the Additional Consideration to the Stockholders hereunder.

  • More generally, Atkinson-Barnekov show that their proposed rule does not distort whatever cost and quality relationship the networks had before interconnecting.

  • Purchaser shall not, from and after the Closing and until the Maximum Additional Consideration is paid to Hollywood Media, create, incur, assume, or suffer to exist, or permit any Person to create, incur, assume, or suffer to exist, any Lien, upon or with respect to any of the assets or properties of the Companies, now owned or hereafter acquired, except for Permitted Exceptions.

  • Once the Final Earn-Out Payment has been made during a Measuring Period or the Members have been paid the Maximum Additional Consideration Amount, Parent’s obligations under this Section 2.9 shall be deemed satisfied and there shall be no further payments or stock issuances under this Section 2.9 for future Measuring Periods.

  • If Additional Consideration in any Pre-Season or Regular Football Season is greater than the Maximum Additional Consideration, then payment of such excess shall be paid as required by subparagraphs 8(b)(ii), (iii), (iv) and (v) above.


More Definitions of Maximum Additional Consideration

Maximum Additional Consideration has the meaning given in Schedule 12 (Additional Consideration).
Sample 1
Maximum Additional Consideration means £350,000. “Maximum Annual Rent” means £175,000.
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Related to Maximum Additional Consideration

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

  • 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;

  • 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.

  • 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.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • 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.

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

  • Maximum Aggregate Purchase Price has the meaning assigned to such term in the Pricing Side Letter.

  • 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.

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

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

  • Additional Contribution Each Member's pro-rata portion of a Required Amount, determined by multiplying the Required Amount by each Member's Interest.

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

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

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

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

  • Adjustment Escrow Amount means $1,000,000.

  • 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).

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

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

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

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • 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.