Preliminary Cash Consideration definition

Preliminary Cash Consideration has the meaning specified in Section 1.5(a)(ii).
Sample 1
Preliminary Cash Consideration means $225,000,000 in cash, less (i) an amount in cash equal to 50% of the Closing Net Working Capital Shortfall, if any, plus (ii) an amount in cash equal to 50% of the Closing Net Working Capital Surplus, if any, less (iii) an amount in cash equal to 50% of the Closing Net Cash Shortfall, if any, plus (iv) an amount in cash equal to 50% of the Closing Net Cash Surplus, if any, less (v) an amount in cash equal to 50% of any Transaction Expenses that are incurred but unpaid as of the Closing.
Sample 1Sample 2
Preliminary Cash Consideration means the Base Cash Consideration, plus the Estimated Adjustment Amount (if positive), or minus the absolute value of the Estimated Adjustment Amount (if negative), minus the Estimated Outstanding Gift Card Liability Amount, minus the aggregate amount of Indebtedness of the Company Group as of the Closing (other than any such Indebtedness to the extent that it is paid at or prior to the Closing).
Sample 1

Examples of Preliminary Cash Consideration in a sentence

  • Any purchase price (or portion thereof), i.e. the Preliminary Cash Consideration, the Stock Consideration and the Final Cash Consideration shall be allocated in the internal relationship between the Sellers on a pro rata basis, reflecting the portion of the Sold Shares sold by the respective Seller relative to all Sold Shares.

  • Adjustment to the Preliminary Cash Consideration of this Agreement shall be paid in immediately available funds by wire transfer or other means within three (3) business days after such final determination has been made.

  • The Preliminary Cash Consideration, as adjusted pursuant to Section 2(e), the Escrow Fund, and the Closing Stock, together, are referred to herein as the “Purchase Price”.

  • The Series 6 Convertible Bonds are convertible into Shares at a conversion ratio equal to the Preliminary Cash Consideration plus EUR 40 million divided by 116,923.

  • For the avoidance of doubt, if no such agreement can be reached, the amount set out in this Section 4.1.1 shall be the Preliminary Cash Consideration.

  • The Company and the Shareholders understand that all amounts of Indebtedness and Company Expenses are the sole responsibility of the Company and the Shareholders, and the amounts paid pursuant to this Section 1.15 are being made on the Company and the Shareholders’ behalf and shall reduce the Preliminary Cash Consideration and Total Merger Consideration payable to the Shareholders under this Agreement.

  • At Closing Purchaser shall pay, on behalf of the Company, to the parties identified in the Transaction Expense Schedule the amounts identified in the Transaction Expense Schedule (which amounts shall reduce the Preliminary Cash Consideration payable to Shareholders at Closing).

  • The Company and the Shareholders understand that all amounts of Indebtedness and Transaction Expenses are the sole responsibility of the Company and the Shareholders, and the amounts paid pursuant to this Section 1.10 are being made on the Company and the Shareholders’ behalf and shall reduce the Preliminary Cash Consideration and Purchase Price payable to the Shareholders under this Agreement.

  • If any payments (other than payments under Section 4.2.3) are made after Closing by the Sellers to the Purchaser or vice versa, in each case, under this Agreement, the Preliminary Cash Consideration and/or the Final Cash Consideration and/or the Total Purchase Price, as applicable, shall be deemed to have been decreased if the payments are made by the Sellers to the Purchaser, or increased if the payments are made by the Purchaser to the Sellers, in each case, by an amount equal to such payments.

  • If the Seller Representative does not so object within the Notice Period, the Preliminary Cash Consideration shall be deemed final and binding as Cash Consideration for purposes of this Agreement (but shall not limit the representations, warranties, covenants and agreements of the parties hereto set forth in this Agreement).


More Definitions of Preliminary Cash Consideration

Preliminary Cash Consideration has the following meanings: (a) with respect to DPI, the meaning set forth in Section 2(b)(2) of this Agreement; and (b) with respect to Flare, the meaning set forth in Section 3(b)(2) of this Agreement.
Sample 1
Preliminary Cash Consideration shall have the meaning ascribed thereto in Section 4.1.1 hereof.
Sample 1
Preliminary Cash Consideration as defined in Subsection 2.5.1. "Prepaid Expenses" as defined in Subsection 2.1.3. "Products" as defined in Subsection 3.10.2. "Purchase Price Allocation Schedule" as defined in Section 2.6. "Restrictive Covenants" as defined in Subsection 6.13.2. "Retained Claims" as defined in Subsection 2.4.4. "Second Contingent Payment" as defined in Subsection 2.7.2. "Senju Agreement" as defined in Section 3.6.3. "Sellers" as defined in Section 2.1. "Strategic Transaction" as defined in Section 6.12. "Termination Agreement" as defined in Subsection 7.1.9. "Trademarks" as defined in Subsection 3.11.2. "Transfer Taxes" as defined in Section 6.5.
Sample 1

Related to Preliminary Cash Consideration

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

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

  • 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.

  • 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.

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • 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.

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

  • 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).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • 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 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.

  • Stock Consideration has the meaning set forth in Section 2.01(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 Amount has the meaning provided in Section 2.9(b).

  • 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.

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

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