Calculation of Final Consideration Sample Clauses

Calculation of Final Consideration. (a) For purposes of this Agreement, the “Aggregate Closing Consideration” means an amount equal to Purchase Price plus the Net Equipment Amount. “
Sample 1
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Calculation of Final Consideration. (a) For purposes of this Agreement, the “
Sample 1
Calculation of Final Consideration. (a) For purposes of this Agreement, the "Aggregate Closing Consideration" means an amount equal to the result of: (i) the enterprise value of $149,070,000 representing $144,250,000 to be paid in consideration to the stockholders of all of the issued and outstanding shares of stock in Midwest immediately prior to the Merger (the “Shareholders” and with the Sellers, collectively the “Owners”) in exchange for the surrender of all of their equity ownership interests in Midwest as a result of the Merger (the “Merger Consideration”), $4,070,000 in exchange for the Membership Interests (the “Membership Interests Consideration”), and $750,000 in Parent Common Stock to the Company Managers for their acceptance of continued employment with Millis Transfer, Inc. at Closing, subject to the holding requirements herein minus (ii) the actual outstanding amount of Indebtedness as of 12:00:01 a.m., Central Time, on the Closing Date set forth on Schedule 1.02(a)(ii), minus (iii) the actual amount of Transaction Expenses outstanding as of the Closing Date after giving effect to the Closing plus (iv) the actual amount of any Cash on Hand as of 12:00:01 a.m., Central Time, on the Closing Date, plus or minus, as applicable (v) (A) plus the amount, if any, by which actual Net Working Capital as of 12:00:01 a.m., Central Time, on the Closing Date exceeds the Net Working Capital Target plus, or (B) minus the amount, if any, by which actual Net Working Capital as of 12:00:01 a.m., Central Time, on the Closing Date is less than the Net Working Capital Target. Notwithstanding the foregoing or anything in this Agreement to the contrary, (x) when calculating the Aggregate Closing Consideration and Final Aggregate Closing Consideration the calculations will be performed as if the Closing had not occurred, except that the distribution of Seller Personal Property will have occurred and shall not be taken into account in the calculation of the Aggregate Closing Consideration, and the incurrence and payment of all Transaction Expenses outstanding as of the Closing Date will be taken into consideration and (y) the Sellers will cause Indebtedness as of the Closing to be not greater than Indebtedness as of 12:00:01 a.m., Central Time, and Cash on Hand as of the Closing to be not less than Cash on Hand as of 12:00:01 a.m., Central Time. All adjustments pursuant to Section 1.02(a)(ii)-(v) will be adjustments to the Merger Consideration.
Sample 1
Calculation of Final Consideration. (a) For purposes of this Agreement, the "Aggregate Closing Consideration" means an amount equal to the result of: (i) $285,000,000, minus (ii) the actual outstanding amount of Indebtedness as of 12:01 a.m., Pacific Time, on the Closing Date, minus (iii) the actual amount of Transaction Expenses after giving effect to the Closing, plus (iv) the actual amount of any Cash on Hand as of 12:01 a.m., Pacific Time, on the Closing Date, plus or minus, as applicable (v) (A) plus the amount, if any, by which actual Net Working Capital as of 12:01 a.m., Pacific Time, on the Closing Date exceeds the Net Working Capital Target plus $500,000, or (B) minus the amount, if any, by which actual Net Working Capital as of 12:01 a.m., Pacific Time, on the Closing Date is less than the Net Working Capital Target minus $500,000. Notwithstanding the foregoing or anything in this Agreement to the contrary, (x) when calculating the Aggregate Closing Consideration and Final Aggregate Closing Consideration the calculations will be performed as if the Closing had not occurred, except that the distribution of Seller Personal Property, and the incurrence and payment of all Transaction Expenses will be taken into consideration and (y) the Sellers shall cause Indebtedness as of the Closing to be not greater than Indebtedness as of 12:01 a.m., Pacific Time, and Cash on Hand as of the Closing to be not less than Cash on Hand as of 12:01 a.m., Pacific Time.
Sample 1

Related to Calculation of Final Consideration

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

  • Calculation of Fees Ameriprise will have sole responsibility, and Ameriprise’s records will provide the sole basis, for calculating fees for which Ameriprise invoices under this Agreement. However, the Issuer Entities may provide records to assist Ameriprise in its calculations.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Notice of Calculation of Conversion Consideration If Cash Settlement or Combination Settlement applies to the conversion of any Note, then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such determination.

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor 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.

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