Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.
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.
Base Consideration is defined in Section 2.2.
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.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Stock Consideration has the meaning set forth in Section 2.01(c).
Cash Consideration has the meaning set forth in Section 2.2.
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.
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Aggregate Consideration has the meaning set forth in Section 11.6(C).
Initial Consideration shall have the meaning set forth in Section 5.01.
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.
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).
Unit Consideration has the meaning set forth in Section 2.2(a).
Additional Consideration has the meaning set forth in Section 3.2.
Option Consideration has the meaning set forth in Section 3.3(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Total Consideration shall have the meaning as set forth in Section 2.8.
Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “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 and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Independent Consideration shall have the meaning as set forth in Section 2.14.
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Earnout Consideration has the meaning set forth in Section 2.6 below.