“Acquisition Consideration” means, with respect to any Acquisition, # the purchase consideration for such Acquisition, whether paid in Cash or other property (valued at the fair value thereof, as determined in good faith by a Financial Officer of the Borrower), but excluding any component thereof consisting of Equity Interests in Holdings or any Parent (other than any Disqualified Equity Interests), and whether payable at or prior to the consummation of such 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 earnouts 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 the Person or assets acquired, 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 to be established by Holdings, the Borrower or any other Restricted Subsidiary in respect thereof at the time of the consummation of such Acquisition, and # the aggregate amount of Indebtedness assumed by Holdings, the Borrower or any other Restricted Subsidiary in connection with such Acquisition.

“Acquisition Consideration” means, in connection with respect to any Acquisition, # the purchasetotal cash and noncash consideration for such Acquisition, whether paid in Cash or other property (valued at(including the fair market value thereof, as determined in good faith by a Financial Officer of the Borrower), but excluding any component thereof consisting ofall Equity Interests in Holdingsissued or any Parent (other than any Disqualified Equity Interests), and whether payable at or priortransferred to the consummation of such 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 anysellers thereof, earnouts and other agreements to make anycontingent payment the amountobligations to, and all assumptions of which is,debt, liabilities and other obligations in connection therewith) paid by 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)on behalf of the Person or assets acquired, providedBorrowers and their Subsidiaries for such Acquisition; provided, that any suchcontingent 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 to be established by Holdings, the Borrower or any other Restricted Subsidiary in respect thereof at the time of the consummation of such Acquisition, and # the aggregate amount of Indebtedness assumedsale to be established in respect thereof by Holdings, theany Borrower or any other Restricted Subsidiary in connection with such Acquisition.Subsidiary.

“Acquisition Consideration” means, with respectmeans the consideration given by Borrower or any of its Subsidiaries for an Acquisition, including but not limited to any Acquisition,the sum of (without duplication) # the purchase consideration for such Acquisition, whether paid in Cash or other property (valued at the fair market value thereof, as determined in good faith by a Financial Officer of the Borrower), but excluding any component thereof consisting of Equity Interests in Holdings or any Parent (other than any Disqualified Equity Interests), and whether payable at or prior to the consummation of such 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 earnouts and other agreements to make any paymentcash, property (excluding equity interests) or services given, plus # the amount of which is,any Debt assumed, incurred 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 the Person or assets acquired, provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only toguaranteed (to the extent of the reserve, if any, required under GAAP to be established by Holdings, the Borrower or any other Restricted Subsidiary in respect thereof at the time of the consummation of such Acquisition, and # the aggregate amount of Indebtedness assumed by Holdings, the Borrower or any other Restricted Subsidiarynot otherwise included) in connection with such Acquisition.Acquisition by Borrower or any of its Subsidiaries.

“Acquisition Consideration” means, with respect to any Acquisition, #shall mean the purchase consideration for sucha Permitted Acquisition and all other payments (but excluding any related acquisition fees, costs and expenses incurred in connection with any Permitted Acquisition), directly or indirectly, by any Company in exchange for, or as part of, or in connection with, a Permitted Acquisition, whether paid in Cashcash or other property (valued at the fair value thereof, as determined in good faith by a Financial Officer of the Borrower), but excluding any component thereof consistingexchange of Equity Interests in Holdings or of any Parent (other than any Disqualified Equity Interests),Property or otherwise and whether payable at or prior to the consummation of sucha 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 earnouts 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 the Person or assets acquired,time (including Earn-Outs); provided that any such Earn-Out or other 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, the Borrower or any other Restricted Subsidiary in respect thereof atof its Subsidiaries; provided, further, that Acquisition Consideration shall not include # the timeportion of consideration or payment constituting salary payments pursuant to ordinary course employment agreements and salary bonuses payable thereunder to the extent relating to the applicable Permitted Acquisition and # cash and Cash Equivalents acquired by the Companies as part of the consummationapplicable Permitted Acquisition (except to the extent that such cash and Cash Equivalents were # directly or indirectly funded or financed by any of such Acquisition, andthe Companies or # after giving effect to any repayment of, or incurrence of, Indebtedness (and the aggregate amountrelease of Indebtedness assumed by Holdings, the Borrower or any other Restricted SubsidiaryLiens in connection therewith) with respect to, or in connection with, such Acquisition.Permitted Acquisition on, or immediately after, the date of consummation thereof, such cash and Cash Equivalents are subject to any Lien (other than the Liens created under the Security Documents)).

“Acquisition Consideration” means, with respect to any Acquisition, #means the purchase consideration for such Acquisition, whether paid in Cash or other property (valued at the fair value thereof, as determined in good faithgiven by a Financial Officer of the Borrower), but excluding any component thereof consisting of Equity Interests in Holdings or any Parent (other than any Disqualified Equity Interests), and whether payable at or prior to the consummation of such 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 earnouts 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 the Person or assets acquired, 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 to be established by Holdings, the Borrower or any other Restricted Subsidiary in respect thereof atof its Subsidiaries for an Acquisition, including but not limited to the timesum of the consummation of such Acquisition, and(without duplication) # the aggregate amountfair market value of Indebtedness assumed by Holdings, the Borrowerany cash, property (excluding equity interests) or any other Restricted Subsidiary in connection with such Acquisition.services given, plus

“Acquisition Consideration” means, in connection with respectan Acquisition, the aggregate consideration paid, including borrowed funds, cash, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment of consulting fees (excluding any fees payable to any Acquisition, # the purchase consideration for such Acquisition, whether paid in Cash or other property (valued at the fair value thereof, as determined in good faith by a Financial Officer of the Borrower), but excluding any component thereof consisting of Equity Interests in Holdings or any Parent (other than any Disqualified Equity Interests), and whether payable at or prior to the consummation of such 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 earnouts 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 the Person or assets acquired, 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 to be established by Holdings, the Borrower or any other Restricted Subsidiary in respect thereof at the time of the consummation of such Acquisition, and # the aggregate amount of Indebtedness assumed by Holdings, the Borrower or any other Restricted Subsidiaryinvestment banker in connection with such Acquisition.Acquisition) or fees for a covenant not to compete and any other consideration paid for the purchase.

“AcquisitionTotal Consideration” means, with respect to anyan Acquisition, the sum (but without duplication) of # the purchase consideration for suchcash paid or payable in connection with any Acquisition, whether paid in Cash or other property (valued at the fair value thereof, as determined in good faith by a Financial Officer of the Borrower), but excluding any component thereof consisting of Equity Interests in Holdings or any Parent (other than any Disqualified Equity Interests), and whether payable at or prior to or after the consummation ofclosing thereof, # indebtedness payable to the seller in connection with such Acquisition or deferred for payment at any future time, whether or not any suchAcquisition, including all “earn-out” and other future payment isobligations subject to the occurrence of any contingency, and includingcontingency (provided, that, in the case of any earnouts 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 the Person or assets acquired, provided that any such future payment that is subject to a contingencycontingency, such shall be considered Acquisitionpart of the Total Consideration only to the extent of the reserve, if any, required under GAAP to be established by Holdings, the Borrower or any other Restricted Subsidiary in respect thereof by any Loan Party or any Subsidiary of a Loan Party), # the fair market value of any equity securities, including any warrants or options therefor, delivered in connection with any Acquisition (other than issuances of equity securities to employees of the Acquired Business), # the present value of future payments which are required to be made over a period of time and are not contingent upon any Loan Party or its Subsidiary meeting financial performance objectives (exclusive of salaries paid in the ordinary course of business) (discounted at the time ofBase Rate), but only to the consummation of such Acquisition,extent not included in [clause (a), (b) or (c) above], and # the aggregate amount of Indebtednessindebtedness assumed by Holdings, the Borrower or any other Restricted Subsidiary in connection with such Acquisition.

“AcquisitionInvestment Consideration” means, with respect to any Acquisition,shall mean, collectively, # the aggregate purchase consideration for suchan Acquisition and all other payments (but excluding any related acquisition fees, costs and expenses incurred in connection with any Acquisition), directly or indirectly, by any Person in exchange for, or as part of, or in connection with, an Acquisition, whether paid in Cashcash or othercash equivalents or by exchange of equity interests or of any property (valued ator by the fair value thereof, as determined in good faith by a Financial Officerassumption of Indebtedness of the Borrower), but excludingtarget, business unit or asset group acquired or proposed to be acquired in any component thereof consisting of Equity Interests in Holdingssuch Acquisition or any Parent (other than any Disqualified Equity Interests),otherwise and whether payable at or prior to the consummation of such 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 earnouts 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 the Person or assets acquired, 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 to be established by Holdings, the Borrower or any other Restricted Subsidiary in respect thereof at the timeto, as of the consummation ofof, or after any such Acquisition, including any earn-outs and deferred payment obligations (whether contingent or otherwise), # the aggregate amount of all loans made by the Borrower to an Approved Entity in the case of any Future Approved Entity Investment and # the aggregate amount of Indebtedness assumedall loans made by Holdings,the Borrower to any Subsidiary or Associated Practice to fund Permitted Acquisitions or other Investments; provided, that Investment Consideration shall not include # any consideration or payment paid by the Borrower or any other Restricted Subsidiaryof its Subsidiaries # with the net cash proceeds from any substantially concurrent issuance of Capital Stock of the Borrower to its shareholders and/or # in connection with such Acquisition.the form of Capital Stock of the Borrower and # cash and cash equivalents acquired by the Borrower or any of its Subsidiaries as part of the applicable Investment.