Total Contingent Consideration definition

Total Contingent Consideration has the meaning given to it in paragraph 1 of Part A of Schedule 5 (Contingent Consideration);
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Total Contingent Consideration means the aggregate of the Milestone Payments; and
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Examples of Total Contingent Consideration in a sentence

  • By extending the eligibility to all ages, VDPS will provide wider support to those, who as a result of taking the vaccine, become severely disabled, above a 60% disability threshold.

  • The manner and time of payment of the Closing Consideration shall be as provided in Section 2.4 hereof and the manner and time of payment of the Total Contingent Consideration shall be as provided in Section 2.5 hereof.

  • The following summarizes the changes in our contingent consideration during the nine months ended September 30, 2017: Total Contingent Consideration Balance at December 31, 2016 $ 2,700 Change in fair value of acquisition-related contingent consideration (1,400) Balance at September 30, 2017 $ 1,300 VirtualScopics, Inc.

  • The aggregate purchase price (the "Purchase Price") to be received by the Seller shall consist of the "Closing Consideration" as determined in accordance with Section 2.4 hereof and the "Total Contingent Consideration" as determined in accordance with Section 2.5 hereof.

Related to Total Contingent Consideration

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

  • 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.

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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

  • 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 paid or payable in cash 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 Indebtedness and/or Guarantee Obligations, “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 Indebtedness incurred or 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 for the Borrower or its Restricted Subsidiaries.

  • 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.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(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.

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

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

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

  • Additional Consideration has the meaning set forth in Section 3.2.

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • 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.

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

  • Merger Consideration has the meaning set forth in Section 3.1(a).

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

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • 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).