Total Merger Consideration has the meaning set forth in Section 2.2(a). Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f)) Stock Consideration has the meaning set forth in Section 2.2(a).Īggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii). Merger Consideration has the meaning set forth in Section 3.1(a).Ĭlosing Consideration has the meaning set forth in Section 2.2(a).Ĭash Merger Consideration has the meaning set forth in Section 2.9(a).Ĭlosing Cash Amount means the cash amount identified in the Economic Terms as set out in paragraph 1 below.Ĭash Amount means an amount of cash per Partnership Unit equal to the lesser of (i) the Value of the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Redemption or (ii) the applicable Redemption Price determined by the General Partner.Ĭash Portion shall have the meaning set forth in Section 2.02 of this Agreement.
#Peeler definition plus
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).ĭesignated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.ĭesignated 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.Įarn-Out Consideration is defined in Section 2.5(c).Ĭlosing Cash Payment has the meaning set forth in Section 2.3(a).Īcquisition 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.Įarnout Consideration has the meaning set forth in Section 1.4(a).Īggregate Merger Consideration has the meaning set forth in Section 2.1(a).
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. Related to Peeler Ranch Cash ConsiderationĬash Consideration has the meaning set forth in Section 2.1(a).Īggregate Cash Consideration has the meaning set forth in Section 3.3(a)(i).Ĭlosing Cash Consideration has the meaning set forth in Section 2.6(b).
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