Cash Consideration has the meaning set forth in Section 2.2.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
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.
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.
Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.
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.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Earnout Consideration has the meaning specified in Section 2.08(a).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Earn-Out Consideration is defined in Section 2.5(c).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).