Transaction Consideration Amount definition

Transaction Consideration Amount means (i) the consideration required to be paid to complete the Acquisition (including, if applicable, the Compulsory Acquisition) and (ii) Transaction fees (including original issue discount and upfront fees) and expenses, in each case as described in the Funds Flow Statement and the Transaction Description and subject to any applicable limitations set forth therein.
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Transaction Consideration Amount means an amount equal to (a) $30,000,000.00 (inclusive of the Closing Cash Consideration and Closing Stock Consideration), minus (b) the Closing Debt Amount, and minus (c) the aggregate dollar amount of Unpaid UAV Transaction Expenses.
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Transaction Consideration Amount means an amount equal to (a) $329,000,000, plus (b) the Working Capital Surplus Amount, minus (c) the Working Capital Shortfall Amount, plus (d) the Closing Cash Amount, minus (e) the Closing Debt Amount, minus (f) the aggregate dollar amount of Unpaid Company Transaction Expenses, minus (g) the R&W Insurance Policy Amount.
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Examples of Transaction Consideration Amount in a sentence

  • The Loan Parties shall use the proceeds of the Term Loans solely to finance the Residual Transaction Consideration Amount (and each of the Loan Parties irrevocably authorizes and directs the Administrative Agent to make the payments of the proceeds of the Term Loans to the relevant recipients of the Residual Transaction Consideration Amount).

  • The Loan Parties shall use the proceeds of the Term Loans solely to finance a portion of the Transaction Consideration Amount (and each of the Loan Parties irrevocably authorizes and directs the Administrative Agent to make the payments of the proceeds of the Term Loans to the relevant recipients of the Transaction Consideration Amount).

  • Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan to the Borrower on the Funding Date in an amount not to exceed such Lender’s Applicable Percentage of the lesser of (i) the aggregate Term Commitments and (ii) the Residual Transaction Consideration Amount.

  • There is significant uncertainty associated with the Subsequent Control Transaction Consideration Amount actually being paid given that it is dependent upon the successful completion of a subsequent transaction with an independent third party.

  • Under the proposed amendments, the law may be changed (with retrospective effect) to allow any capital gain related to the Subsequent Control Transaction Consideration Amount to be deferred and calculated only once the ultimate consideration is known.

  • Taxation treatment of Subsequent Control Transaction Consideration Amount It is likely that the Subsequent Control Transaction Consideration Amount will be an ‘earnout’ payment for tax purposes.

  • As such the Independent Expert has not attributed any value to the Subsequent Control Transaction Consideration Amount in theIndependent Expert’s Report.

  • RP Investments shall have borrowed, or simultaneously with the Borrower borrowing the Acquisition Term Loans will borrow, not less than the lesser of (i) $1,950,000,000 and (ii) the Residual Transaction Consideration Amount (as defined in the Bridge Credit Agreement) under the Bridge Credit Agreement, the proceeds of which have been paid or on-lent to LuxCo 3 as the subscription price for the LuxCo 3/RPI Bond and, in turn by LuxCo 3 to BidCo as an advance under the BidCo/LuxCo 3 Loan.

  • The comments below relate to the current law and the ATO’s published view on the application of the current law.Under the current legislation, the capital proceeds received by PRF Shareholders under the Scheme will include the current market value of the contingent right to obtain the Subsequent Control Transaction Consideration Amount, impacting the current capital gain.

  • If a Subsequent Control Transaction is entered into within 12 months from the Implementation Date, the Subsequent Control Transaction Consideration Amount will be payable or issued (as applicable) to Scheme Shareholders on the Subsequent Control Transaction Consideration Date.

Related to Transaction Consideration Amount

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

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • 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.

  • 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.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

  • 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.

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

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

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

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

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

  • Base Consideration has the meaning set forth in Section 1.2.

  • Option Consideration has the meaning set forth in Section 3.3(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).

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

  • Valuation Amount means, in respect of each Vessel, the value thereof as most recently determined under clause 8.2.2; and

  • Initial Consideration has meaning ascribed by Clause 4.1;