Net Cash Consideration definition

Net Cash Consideration means the Cash Consideration (i) minus the Estimated Closing Indebtedness, (ii) minus Company Transaction Expenses, in each case (with respect to items (i) and (ii), to the extent not paid by Sellers at or prior to Closing), (iii) minus the Escrow Amount, and (iv) plus the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital or minus the amount by which Estimated Net Working Capital is less than the Target Net Working Capital.

Net Cash Consideration means $3.5 billion in cash, less all expenses incurred by WPZ in connection with (i) the transactions contemplated by the Contribution Agreement, (ii) the Proposed Private Placement, including any initial purchasers’ discount or original issue discount, (iii) the establishment of the WPZ Credit Facility, (iv) the WMZ Exchange Offer and (v) one-half of any and all applicable filing fees under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

Net Cash Consideration means, in respect of any Acquisition, the cash consideration paid, including holdbacks, escrows and accruals, by the Company or any of its Subsidiaries in respect of such Acquisition less the unencumbered cash and Cash Equivalents of the target Person (including, without limitation, unencumbered cash and Cash Equivalents tendered by holders of options to purchase the target Person’s capital stock upon the exercise of such options), in each case, which are acquired by the Company or any of its Subsidiaries as a result of such Acquisition; provided that if the forgoing calculation in respect of any Acquisition results in a negative amount, the Net Cash Consideration in respect of such Acquisition shall be deemed to be zero.

Examples of Net Cash Consideration in a sentence

• The "Per Share Cash Consideration" shall be determined by dividing the Net Cash Consideration (calculated in accordance with Section 2.3 hereof) by the Seller Outstanding Share Number.

• The "Cash Consideration" shall equal $350,000.00 The "Net Cash Consideration" shall equal the Cash Consideration minus the lesser of (i) $50,000 or (ii) the amount necessary to pay in full to Xxxxx and Xxxxxxxx Professional Corporation the Total Legal Fees and Expenses, as defined in Section 5.6(a) hereof (which remain outstanding after payments are made under Sections 5.6(b) and 6.6(a) hereof).

• Notwithstanding the foregoing, the Parties acknowledge that Schedule 1 as attached hereto is an estimated allocation of the Closing Consideration based on estimates as to Net Cash Consideration, the Estimated Net Working Capital and the Estimated Closing Indebtedness made as of the date hereof and that Schedule 1 will be updated by the Company prior to the Closing and the distribution of Closing Consideration shall be in accordance with that updated Schedule 1.

• The Consideration Shares and the Net Cash Consideration, together with any other items treated as “consideration” for tax purposes, shall to the extent required by applicable Law be allocated among the assets of the Company pursuant to the principles set forth in Schedule 2.14.

• The number of shares of Parent Common Stock for each Shareholder set forth on Appendix B represents such Shareholder’s Pro Rata Portion of the total number of shares (truncated to the nearest whole share) of Parent Common Stock having a value of $1,600,000 and the cash payment for each Shareholder set forth on Appendix B represents such Shareholder’s Pro Rata Portion of the Net Cash Consideration.

More Definitions of Net Cash Consideration

Net Cash Consideration means the Cash Consideration less certain amounts with respect to transactions by the Sellers and certain of their related parties following December 30, 2019, which Net Cash Consideration will be paid to the Sellers by Collier Creek in exchange for a portion of the Common Company Units and Restricted Company Units acquired by Collier Creek.

Net Cash Consideration means the sum of the Cash Consideration.

Net Cash Consideration means the Cash Consideration less certain amounts with respect to transactions by the Continuing Members and certain of their related parties following December 30, 2019, which Net Cash Consideration was paid to the Continuing Members by Collier Creek in exchange for a portion of the Common Company Units acquired by Collier Creek at the Closing.

Net Cash Consideration means the Cash Consideration (as defined in the Business Combination Agreement) minus the amount of any Prohibited Affiliate Transactions (as defined in the Business Combination Agreement).

Net Cash Consideration means an amount equal to the net price per share of Common Stock paid by the Underwriters in the IPO after taking into account all underwriting discounts and commissions.

Net Cash Consideration has the meaning given in clause 3.4.2;

Net Cash Consideration has the meaning set forth in Section 2.02(b).