Seller Cash Consideration definition

Seller Cash Consideration means an amount in cash equal to $790 for each Company Share.
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Seller Cash Consideration shall have the meaning assigned to such term in the Recitals to this Agreement.
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Seller Cash Consideration with respect to a Seller shall be defined as Current Funds in an amount equal to (a) the Seller Consideration Amount for such Seller multiplied by (b) the Seller Cash Percentage for such Seller. The term “Seller Consideration Amount” with respect to a Seller shall equal (a) the Seller Acquisition Value for such Seller, minus (b) the principal balance as of the Closing Date of the Assumable Loans of such Seller assumed by Buyer, plus or minus (c) the adjustments and prorations provided herein with respect to the Projects owned by such Seller. The term “Seller Cash Percentage” with respect to a Seller shall be the percentage applicable to such Seller set forth on Schedule 4 –
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Examples of Seller Cash Consideration in a sentence

  • The trust fund balance at Closing is estimated to be approximately $247,100,000, assuming no redemptions and excluding payment of transaction expenses and Seller Cash Consideration.

  • The Investors in connection with the Merger received consideration comprised of (i) an aggregate amount not to exceed $90,000,000 in cash (including certain bonus amounts payable to management of the U.S. Borrower) (the “Seller Cash Consideration”) and (ii) Equity Interests in Capitol constituting approximately 45% of the issued and outstanding Equity Interests of Capitol (together with the Seller Cash Consideration, the “Acquisition Consideration”).

  • The Investors in connection with the Merger will receive consideration comprised of (i) an aggregate amount not to exceed $90,000,000 in cash (including certain bonus amounts payable to management of the U.S. Borrower) (the “Seller Cash Consideration”) and (ii) Equity Interests in Capitol constituting approximately 45% of the issued and outstanding Equity Interests of Capitol (the “Seller Equity Consideration” and, together with the Seller Cash Consideration, the “Acquisition Consideration”).

  • Prior to or at the Closing, Purchaser shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement for the following: (a) the redemption of any shares validly requested by Redeeming Stockholders and (b) the payment of the amounts set forth in this Agreement (including each Seller’s Seller Cash Consideration, the Blocker GP Sale Consideration and the aggregate Blocker Merger Consideration).

  • The Acquisition Value shall be paid as described in this Section 4.3. On the Closing Date, Buyer shall deliver to each Seller (a) the Seller Cash Consideration for such Seller, (b) the Seller Unit Consideration for such Seller and (c) if (and only if) a Make-Whole Notice shall have been delivered pursuant to Section 4.4, the Seller Make-Whole Cash Consideration for such Seller.

  • Each Seller may elect to exchange one or more Projects (to the extent of the Seller Cash Consideration to be received therefor) for other real estate of a like kind in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended.

  • In the event that the ten day trailing average closing price of the Buyer’s Common Shares is less than $4.00 per share, Buyer shall increase the Seller Cash Consideration payable by Buyer to Seller at Closing by an amount equal to the product of 266,000 multiplied by a dollar amount which is $4.00 less the said ten day average closing price.

  • Provided, however, if the said ten day average closing price is higher than $4.00, there shall be no adjustment in the Seller Cash Consideration.

  • The term “Seller Unit Consideration” with respect to a Seller shall be defined as a number of Class B Units obtained by dividing (a) the difference obtained by subtracting (1) the amount of Seller Cash Consideration for such Seller from (2) the Seller Consideration Amount for such Seller, by (b) the Stated Class B Unit Price.

  • The allocation of Acquisition Value among the Sellers shall be used for purposes of determining the amount of Seller Cash Consideration (as defined in Section 4.3) and Seller Unit Consideration (as defined in Section 4.3) allocable to each Seller pursuant to Section 4.3.


More Definitions of Seller Cash Consideration

Seller Cash Consideration means, with respect to each Seller, such portion of the Cash Consideration as set out opposite each Seller’s name in the Final Completion Schedule;
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Seller Cash Consideration. Section 3.3(c)
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Related to Seller Cash Consideration

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

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

  • 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).

  • 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.

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

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

  • 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).

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

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

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

  • Holdback Amount has the meaning set forth in Section 2.06(a).

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • 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.

  • 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.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • 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.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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