Unadjusted Cash Consideration definition

Unadjusted Cash Consideration has the meaning set forth in Section 1.2.
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 (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

Examples of Unadjusted Cash Consideration in a sentence

  • The total purchase price for the Assets shall be Five Hundred Forty-One Million Dollars ($541,000,000) (the “Unadjusted Purchase Price”) consisting of (i) the Unadjusted Cash Consideration and (ii) if Purchaser makes a Stock Election pursuant to Section 2.5, the Stock Consideration.

  • 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.

  • The Reserve Amount will be deemed a reduction from the Unadjusted Cash Consideration otherwise payable to Sellers.

  • 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.

  • The “Final Cash Consideration” means a cash amount equal to the Unadjusted Cash Consideration (i) plus the amount, if any, by which Closing Working Capital exceeds $1,212,000,000, or (ii) minus the amount, if any, by which $1,188,000,000 exceeds the Closing Working Capital, or (iii) with no adjustment if Closing Working Capital is an amount between $1,188,000,000 and $1,212,000,000 (inclusive).

  • For purposes of the calculation required by clause (a) above, the Company has delivered a schedule in writing to Buyer, based on the Company's reasonable judgement, setting forth the estimates required by clauses (i), (ii) and (iii) and its calculation of the amount of the Unadjusted Cash Consideration, along with reasonable documentation substantiating its estimates.

  • If the aggregate dollar amount of the Estimated Adjustments is positive, then the Unadjusted Cash Consideration shall be increased by such positive dollar amount up to Fifty Million Dollars ($50,000,000) and then the Unadjusted Equity Consideration shall be increased by a number of shares equal to the surplus divided by the Equity Consideration Share Value.

  • The «Final Cash Consideration« means a cash amount equal to the Unadjusted Cash Consideration (i) plus the amount, if any, by which Closing Working Capital exceeds $1,212,000,000, or (ii) minus the amount, if any, by which $1,188,000,000 exceeds the Closing Working Capital, or (iii) with no adjustment if Closing Working Capital is an amount between $1,188,000,000 and $1,212,000,000 (inclusive).

  • 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.

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


More Definitions of Unadjusted Cash Consideration

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

Related to Unadjusted Cash Consideration

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

  • 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 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.

  • 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.

  • 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 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.

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

  • 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.

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

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

  • 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.

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor 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 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.

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

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • 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 (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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