Calculation of Closing Consideration Clause Samples

The Calculation of Closing Consideration clause defines how the final purchase price or payment amount is determined at the closing of a transaction. It typically outlines the specific financial metrics, adjustments, or formulas to be used, such as accounting for working capital, debt, or other agreed-upon factors, to arrive at the final amount payable. This clause ensures both parties have a clear, agreed-upon method for calculating the closing payment, reducing the risk of disputes and providing transparency in the transaction process.
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Calculation of Closing Consideration. Not later than five business days prior to the Closing Date, Seller shall deliver to Buyers a written statement from Seller setting forth the calculations of (i) the LP Base Purchase Price, LP Estimated Adjustment Amount and LP Interest Adjustment and (ii) the Corp Base Purchase Price, Corp Estimated Adjustment Amount and Corp Interest Adjustment, in each case, in reasonable detail, based on the best information available to Seller as of the date hereof, together with supporting work papers with respect to such calculations. The LP Base Purchase Price shall be increased by the LP Estimated Adjustment Amount if the LP Estimated Adjustment Amount is positive or decreased by the LP Estimated Adjustment Amount if the LP Estimated Adjustment Amount is negative. The Corp Base Purchase Price shall be increased by the Corp Estimated Adjustment Amount if the Corp Estimated Adjustment Amount is positive or decreased by the Corp Estimated Adjustment Amount if the Corp Estimated Adjustment Amount is negative.
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Calculation of Closing Consideration. Not later than 5 days prior ------------------------------------ to the date of Closing, Seller shall deliver to Buyer a written statement setting forth (i) the Base Purchase Price, (ii) the Interest Adjustment, and (iii) the Estimated Adjustment Amount (including an estimate of the Settlement Amount), with Seller's calculation of the Interest Adjustment and the Estimated Adjustment Amount in reasonable detail, based on information then available to Seller. If the Estimated Adjustment Amount is positive, the sum of the Base Purchase Price and the Interest Adjustment shall be increased by the Estimated Adjustment Amount, and if the Estimated Adjustment Amount is negative, the sum of the Base Purchase Price and the Interest Adjustment shall be reduced by the Estimated Adjustment Amount.
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Calculation of Closing Consideration. The aggregate consideration to be issued upon the Closing of the Merger (the “Closing Consideration”) to the holders of all (100%) of the issued and outstanding shares of New Core Common Stock outstanding immediately prior to the Effective Time (the “New Core Holders”) shall be comprised of the Initial Shares (defined below) and Additional RDSI Shares (defined below). The Closing Consideration shall be the number of shares of RDSI Common Stock which would equal the sum of: (a) the number of shares of RDSI Common Stock equal to the product of the total number of shares of RDSI Common Stock issued and outstanding immediately prior to the Effective Time multiplied by one thousand eight hundred thirty-four ten thousandths (0.1834) (the “Initial Shares”), plus (b) an additional number of shares of RDSI Common Stock (“Additional RDSI Shares”) if the Computed Valuation of New Core (as defined in Section 2.2(a) below) as of the Valuation Date is greater than fifteen and one-half percent (15.5%) of the sum of such Computed Valuation of New Core and the RDSI Computed Valuation (as defined in Section 2.2(b) below) as of the Valuation Date (the “Aggregate Post-Merger Value”). The aggregate number of Additional RDSI Shares shall equal the number derived from the following equations A and B: A. RDSI Computed Valuation = Per Share B. Computed Valuation of New Core – Initial Shares = Additional Per Share Computed Value RDSI Shares
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Calculation of Closing Consideration. No later than seven (7) Business Days prior to the Closing Date, the Company shall prepare or cause to be prepared, and deliver to DHHC a written statement (the “Estimated Closing Statement”) setting forth the Company’s good-faith estimate of the Closing Consideration and each component thereof (the “Estimated Closing Consideration”) as of the Determination Time. The Estimated Closing Statement and all estimates and calculations contained therein shall be prepared in accordance with GAAP on a basis consistent with the terms of this Agreement, and shall include supporting information and data reasonably necessary to support the calculations and estimates contained therein. After delivery of the Estimated Closing Statement, the Company shall (a) make its Representatives reasonably available to DHHC to discuss the Estimated Closing Statement and related supporting documentation, (b) review and consider in good faith any comments to the Estimated Closing Statement reasonably provided by DHHC or any of its Representatives and (c) revise such Estimated Closing Statement to incorporate any changes that are necessary or appropriate given such comments or relating to updated information after initial delivery thereof. If DHHC wishes to dispute the Company’s calculation of the Estimated Closing Consideration prior to the Closing, DHHC shall give the Company written notice of such dispute no later than the Business Day prior to the Closing Date.
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Calculation of Closing Consideration. (a) For purposes of this Agreement, the “Purchase Price” means (i) the Base Purchase Price, plus (ii) the earned Earn-Out Payment, if any, subject to the provisions of this Agreement. The portion of the Purchase Price to be paid by Buyer to Seller at Closing (the “Estimated Closing Consideration”) shall be calculated as follows:
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Calculation of Closing Consideration. Not less than five (5) business days prior to the Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Parent a certificate containing a statement (the “Estimated Closing Statement”) representing the Company’s good faith estimate of the Closing Consideration and each component thereof (the “Estimated Closing Consideration”) as of immediately prior to the Closing. The Estimated Closing Statement and all estimates and calculations contained therein shall be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on a basis consistent with the terms of this Agreement and the Agreed Accounting Principles and shall include supporting information and data reasonably necessary to support the calculations and estimates contained therein. After delivery of the Estimated Closing Statement, the Company shall make its representatives, including the Holder Representative, reasonably available to Parent to discuss the Estimated Closing Statement and related supporting documentation. No failure by Parent to dispute the Company’s calculation of the Estimated Closing Consideration prior to the Closing shall be considered agreement with such amount for purposes of calculating the Closing Consideration or any component thereof.
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Calculation of Closing Consideration. Not later than 5 days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth an estimate of the Adjustment Amount (the "Estimated Adjustment Amount") with Seller's calculation thereof in reasonable detail, based on information then available to Seller. Subject to the terms and conditions of this Agreement, at the Closing Buyer shall pay in immediately available funds by confirmed wire transfer to a bank account to be designated by Seller an amount equal to the Base Purchase Price plus (i) the Interest Adjustment and plus or minus (ii) the Estimated Adjustment Amount.
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Calculation of Closing Consideration. Not less than three (3) business days prior to the Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Parent a certificate containing a statement (the “Estimated Closing Statement”) representing the Company’s good faith estimate of the Closing Consideration and each component thereof (the “Estimated Closing Consideration”) as of immediately prior to the Closing. The Estimated Closing Statement and all estimates and calculations contained therein shall be prepared in accordance with the Agreed Accounting Principles and shall include supporting information and data reasonably necessary to support the calculations and estimates contained therein. After delivery of the Estimated Closing Statement, the Company shall make its representatives reasonably available to Parent to discuss the Estimated Closing Statement and related supporting documentation. No failure by Parent to dispute the Company’s calculation of the Estimated Closing Consideration prior to the Closing shall be considered agreement with such amount for purposes of calculating the Closing Consideration or any component thereof. For the purposes of this Agreement, “Agreed Accounting Principles” means the Company’s accounting methods, policies, practices and procedures, applied consistently with the classification and estimation methodology used to prepare the Financial Statements, in the form set forth on Exhibit 2.
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Related to Calculation of Closing Consideration

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of ▇▇▇▇▇’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Allocation of Consideration (i) Subject to Section 2.2(d)(ii), the aggregate consideration payable to the Participating Holders and the selling Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Holder and the selling Holder as provided in Section 2.2(b), provided that if a Participating Holder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Holders and the selling Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Holder(s) and selling Holder(s) is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Holder(s) and selling Holder(s) upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Financial Consideration A. The College/University and the Facility shall each bear their own costs associated with this Agreement and no payment is required by either the College/University or the Facility to the other party, except that, where applicable, the Facility shall pay the tuition and other educational fees of students it places in the clinical experience program. B. The Facility is not required to reimburse the College/University faculty or students for any services rendered to the Facility or its patients pursuant to this Agreement.