Total Acquisition Consideration means as at the date of any Acquisition: (a) the sum of, without duplication, (i) the amount of any cash and fair market value of other property given as consideration, including at such date the deferred payment of any such amounts, (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (iii) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary (including any shares of capital stock of the Borrower or any Subsidiary) in connection with such Acquisition; minus (b) all cash and cash equivalents (as determined in accordance with GAAP) acquired in connection with such Acquisition as reflected on a balance sheet for the acquired company or acquired assets, as applicable (prepared as of the closing date of the Acquisition).
Total Acquisition Consideration means as at the date of any Acquisition, the sum of the following without duplication: (i) the amount of any cash and fair market value of other property given as consideration, including at such date the deferred payment of any such amounts, (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (iii) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary (including any shares of capital stock of the Borrower or any Subsidiary) in connection with such Acquisition.
Total Acquisition Consideration means, with respect to any acquisition described in paragraph 6L, (a) the amount of any cash and the fair market value of all other property given or required to be given as consideration, including the deferred payments of any such amounts, (b) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed, incurred, assumed or acquired or required to be assumed or acquired by either the Company or any Subsidiary in connection with such acquisition, and (c) all amounts paid or required to be paid in respect of covenants not to compete and consulting agreements that should be recorded on the consolidated financial statements of the Company and its Subsidiaries prepared in accordance with GAAP.
Examples of Total Acquisition Consideration in a sentence
Any portion of the Total Acquisition Consideration that remains unclaimed immediately prior to the date on which it would otherwise become subject to any abandoned property, escheat or similar Law shall, to the extent permitted by applicable Law, become the property of Purchaser, free and clear of all claims or interest of any Person previously entitled thereto.
If the Reviewed Financial Statements for the period ending January 31, 2006 reveals Working Capital more than the Working Capital revealed on the Closing Balance Sheet, the Total Acquisition Consideration shall be further increased by one share for each $0.174 of 49% of the additional Working Capital on the Reviewed Financial Statements.
The consideration for the purchase by Purchaser of the Company Securities (which shall include the cash cancellation of any Company Securities in accordance with the terms of this Agreement) (excluding the Company Securities held by Purchaser) shall be the Total Acquisition Consideration, payable in accordance with the terms of this Agreement.
The Total Acquisition Consideration shall be subject to adjustment in accordance with Sections 2.6 and 9 and the terms and conditions of the Escrow Agreement.
Upon acceptance of this assignment and release by Mobilepro Corp., by its execution hereof after satisfaction of the conditions precedent as set forth in Section 3 hereof, the undersigned, in exchange for the undersigned’s pro-rata share of the Total Acquisition Consideration in accordance with Exhibit “A” hereto does hereby assign, sell, transfer, convey, and set over to Mobilepro Corp.
More Definitions of Total Acquisition Consideration
Total Acquisition Consideration means the total cash and noncash consideration paid (exclusive of any Equity Interests of Holdings or any of its parent companies issued to the seller, transaction expenses, consideration paid with the then applicable Cumulative Amount, cash on the balance sheet of target and working capital and other similar purchase price adjustments) including earn-out obligations and other deferred payment amounts (which earn-out obligations and deferred payment amounts shall be calculated in accordance with GAAP as the estimated amount thereof on the closing date for the applicable Permitted Acquisition, which determination shall be made on the date the definitive documentation for the applicable Permitted Acquisition is entered into).
Total Acquisition Consideration means, for any Acquisition, the sum of the following without duplication: (i) the amount of any cash and fair market value of other property given as consideration, including the deferred payment of any such amounts (other than Earnout Obligations), (ii) the amount (determined by using the outstanding amount or the amount payable at maturity, whichever is greater) of any obligations for money borrowed incurred, assumed or acquired by either Borrower or any Subsidiary in connection with such Acquisition, (iii) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of Xxxxxxxx and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market value of all other consideration given by either Borrower or any Subsidiary (including any Equity Interest of either Borrower or any Subsidiary) in connection with such Acquisition; provided, that, if any Person acquired in connection with an Acquisition permitted hereunder holds cash immediately prior to such Acquisition that will be Unrestricted Cash immediately after giving effect to such Acquisition, the amount of such Unrestricted Cash will be excluded for purposes of determining Total Acquisition Consideration to the extent, and only to the extent, that the Borrowers demonstrate to the Administrative Agent that such Unrestricted Cash will be owned and held by the Person being acquired immediately after the Acquisition is consummated.”
Total Acquisition Consideration means, with respect to any Permitted Acquisition, the total of all consideration (whether in cash, property or other form of consideration other than consideration in the form of equity securities) received by the Person whose assets or stock is being acquired or by the shareholders thereof in connection with the Permitted Acquisition but excluding in all circumstances consideration consisting of equity securities of UNOVA, Inc. For avoidance of doubt, consideration in the form of equity securities shall not be included in the determination of Total Acquisition Consideration.
Total Acquisition Consideration means the total cash and other consideration paid or payable with respect to any Acquisition, including (a) Indebtedness and liabilities incurred or assumed, and in each case reflected on a consolidated balance sheet of the Loan Parties after giving effect to such Acquisition (other than the Obligations and accounts payable and accrued expenses incurred in the Ordinary Course of Business and not past due), (b) any non-contingent deferred purchase price and (c) any earnouts and other agreements to make any payment the amount of which, 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, but excluding any amounts payable pursuant to customary working capital adjustment or indemnification provision.
Total Acquisition Consideration means, with respect to any Permitted Acquisition, the total of all consideration (whether in cash, property or other form of consideration other than consideration in the form of equity securities) received by the Person whose assets or stock is being acquired or by the shareholders thereof in connection with the Permitted Acquisition.
Total Acquisition Consideration means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining the Total Acquisition Consideration for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.
Total Acquisition Consideration shall have the meaning set forth in Section 5.5(e).