Net Sale Consideration definition

Net Sale Consideration means the aggregate cash proceeds, Cash Equivalents and other consideration received by the Company or any of its Restricted Subsidiaries in respect of any Sale of Collateral, net of (i) the direct costs relating to such Sale of Collateral (including, without limitation, legal, accounting, investment banking and brokers fees, sales and underwriting commissions and other reasonable costs incurred in preparing such asset for sale), any relocation expenses incurred as a result thereof and any related severance and associated costs, expenses and charges of personnel related to the sold assets and related operations, (ii) taxes paid or reserved as payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iii) amounts paid in order to satisfy any Lien attaching to an asset in connection with such Sale of Collateral and (iv) distributions and payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Sale of Collateral.
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Net Sale Consideration means the (a) total purchase consideration received by Debtor in any Sale of Worldwide Collateral, less (b) the amount of any reasonable out-of-pocket expenses (including taxes) incurred by Debtor in connection with such Sale.
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Net Sale Consideration from an Asset Disposition means the aggregate cash proceeds and cash equivalents received by the Company or any Restricted Subsidiary therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form) in respect of any Sale of Collateral, in each case net of:
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Examples of Net Sale Consideration in a sentence

  • Any Net Sale Consideration from the Sale of Collateral that is not applied or invested as provided this paragraph (c) shall be deemed to constitute “Excess Proceeds from the Sale of Collateral”.

  • At Buyer's election, payment for the Continuing Shares may instead be made at the closing of the Sale with a proportionate payment of the NET SALE CONSIDERATION, pari passu with all other recipients of such Net Sale Consideration.

  • Deposits of Net Sale Consideration from a Sale of Collateral and the proceeds of any issuance of Additional Notes (“Additional Note Proceeds”) in the Asset Sale Proceeds Account, and income therefrom, may be withdrawn only upon order of the Collateral Agent.


More Definitions of Net Sale Consideration

Net Sale Consideration means the fair market value in cash of (a) all consideration received in the Sale plus the value of all Debt of the Seller assumed or taken subject to by the buyer plus the fair market value of (i) all shares of the Seller not sold in a Stock Sale or (ii) all assets of the Seller retained in any Asset Sale, minus (b) the reasonable costs and expenses of consummating such Sale, without deduction for any fees or expenses paid to any affiliate of Buyer.
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Net Sale Consideration. As defined in the Intercreditor Agreement.
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Related to Net Sale Consideration

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

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

  • 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 $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

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

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

  • 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.

  • 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.

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

  • Scheme Consideration means, in respect of:

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

  • 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.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Share Consideration has the meaning given to it in Section 2.2;

  • 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.

  • 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.

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

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

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

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

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).