Unadjusted Cash Consideration definition

Unadjusted Cash Consideration has the meaning set forth in Section 2.2(a).
Sample 1
Unadjusted Cash Consideration means an amount in cash equal to (i) the Unadjusted Purchase Price, less (ii) the Share Price multiplied by the number of shares of NFGC Common Stock constituting the Stock Consideration. For the avoidance of doubt, if Purchaser does not make a Stock Election, then the Unadjusted Cash Consideration shall equal the Unadjusted Purchase Price.
Sample 1Sample 2
Unadjusted Cash Consideration means the amount of cash to be paid by Settling Supplier set forth in Item 4.1.2(a) of the Cover Sheet, before interest and before the Gaming/Partnership Proceeding Settlement Credit is applied.
Sample 1

Examples of Unadjusted Cash Consideration in a sentence

  • For the avoidance of doubt, if Purchaser has timely made the Stock Election but NFGC is unable or unwilling to issue all or any portion of the Stock Consideration at Closing as required under Section 5.3(e), then the calculation of the Unadjusted Cash Consideration payable by the Purchaser at the Closing in accordance with Section 5.3(d) shall reflect the actual number of shares of NFGC Common Stock constituting the Stock Consideration issued to Seller at the Closing.

  • Amend¶ 23 as follows, incorporating ¶¶ 24-28, and deleting Section V., ¶¶28-31 renumbering the following sections and paragraphs as appropriate.

  • The Parties agree to treat any payment made pursuant to S ection 2.4 or this A RTICLE 8 or anyindemnity payments made pursuant to S ection 11.2 as an adjustment to the Unadjusted Cash Consideration for applicable income Tax purposes, unless a different treatment is required by applicable Law.

  • Prior to Closing, such Purchaser will have arranged to have available sufficient funds to enable such Purchaser to pay the Unadjusted Cash Consideration to Seller at Closing, to obtain any bonds or credit support required pursuant to Section 4.2(d) and Section 7.6, and otherwise to perform such Purchaser’s obligations under this Agreement.

  • Exempt Research: research determined by the Institutional Review Board (IRB) or Exemption Determination Official and member of the Exemption Subcommittee (as detailed in Section VIII) to involve human subjects only in one or more categories as determined by OHRP.

  • To the extent any amounts withheld from the Unadjusted Cash Consideration pursuant to S ection 1.5(b)(i) and remitted to SMRH as unpaid Seller Transaction Expenses at the Closing are in excess of the SMRH fees actually incurred by the Group Companies or Sellers in connection with the Transactions, SMRH is authorized to remit to Sellers such excess, it being acknowledged by Buyer and the Group Companies that such excess remitted payments belong to Sellers.


More Definitions of Unadjusted Cash Consideration

Unadjusted Cash Consideration means (i) $8,696,559 (which is an amount equal to 23.4% of the Enterprise Value of the Company), if the TEAC Acquisition is consummated on or before the date of Closing, or (ii) $7,821,559 if the TEAC Acquisition is not consummated by the date of Closing.
Sample 1

Related to Unadjusted Cash Consideration

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • 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.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries 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, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • 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.

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • 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.

  • Total adjusted capital means the sum of: