Parent shall pay (or shall cause the Surviving Corporation to pay) on the Closing Date the Converted RSU Cash Consideration with respect to the Converted RSUs.
Cash Consideration has the meaning set forth in Section 2.2.
Non-Cash Consideration means consideration in a form other than cash.
Closing Cash Consideration has the meaning set forth in Section 2.02.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries 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, less the amount of 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.
Merger Consideration has the meaning set forth in Section 3.1(a).
Earnout Consideration has the meaning set forth in Section 2.6 below.
Stock Consideration has the meaning set forth in Section 2.01(c).
Earn-Out Consideration is defined in Section 2.5(c).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
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 Merger Consideration has the meaning set forth in Section 3.1(a).
Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:
Total Merger Consideration has the meaning set forth in Section 2.2(a).