Working Capital Escrow Amount means $2,000,000.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Earnout Consideration has the meaning specified in Section 2.05(a).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.
Cash Consideration has the meaning set forth in Section 2.2.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Working Capital Shares shall have the meaning given in the Recitals hereto.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.
Working Capital Adjustment has the meaning set forth in Section 2.5(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;
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.
Working Capital Units shall have the meaning given in the Recitals hereto.
Purchase Price Adjustment Escrow Amount means $500,000.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
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.
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.
Adjustment Escrow Amount means $1,000,000.
Initial Consideration has meaning ascribed by Clause 4.1;
Stock Consideration has the meaning set forth in Section 2.01(c).