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 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: (a) 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, (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 by either of the Issuers or any Subsidiary in connection with such Acquisition, (c) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Company and the Subsidiaries in accordance with GAAP, and (d) the aggregate Fair Market Value of all other consideration given by either of the Issuers or any Subsidiary (including any shares of capital stock of either of the Issuers or any Subsidiary) in connection with such Acquisition.
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.
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.
The nearest railway station to Morigaon is Jagiroad Railway Station.
Redland Shire Council, whereby the general causal link between climate change and the rising sea levels and the impacts of the latter on the specific proposed development were recognized.
The Initial Total Acquisition Consideration shall be calculated using the estimates reflected in the Estimated Closing Statement.
More Definitions of Total Acquisition Consideration
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.
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 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 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 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 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 Cxxxxxxx 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 shares of capital stock of either Borrower or any Subsidiary) in connection with such Acquisition.
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 Cxxxxxxx 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.
Total Acquisition Consideration shall have the meaning set forth in Section 5.5(e).