Closing Consideration Clause Samples
The Closing Consideration clause defines the total amount and form of payment that the buyer will provide to the seller at the closing of a transaction. This clause typically outlines whether the consideration will be paid in cash, stock, promissory notes, or a combination, and may specify any adjustments based on working capital or other financial metrics at closing. Its core function is to ensure both parties have a clear, mutual understanding of the financial terms at the point of closing, thereby reducing the risk of disputes over payment obligations.
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Closing Consideration. The aggregate consideration for the Merger (the “Closing Consideration”) to be paid by Parent at the Closing shall be an amount in cash, calculated pursuant to Section 4.1(b), equal to (i) $145,000,000, plus (ii) the Company Cash, minus (iii) the Funded Debt, plus (iv) the amount, if any, by which Closing Net Working Capital exceeds the Net Working Capital Upper Boundary, minus (v) the amount, if any, by which Closing Net Working Capital is less than the Net Working Capital Lower Boundary, minus (vi) $2,000,000 (the “Purchase Price Adjustment Holdback”), minus (vii) the Holder Representative Expense Amount. The Closing Consideration shall be distributed to the holders of the Company’s securities (each such holder of securities, a “Holder”) in the manner specified below and on the Payment Schedule.
(i) For each outstanding share of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Shares”), the Holder thereof (each, a “Preferred Holder”) shall be entitled to receive an amount equal to the quotient of (a) $2,999,997 (the “Preferred Stock Liquidation Preference”) divided by (b) the aggregate number of Preferred Shares issued and outstanding as of immediately prior to the Effective Time (the “Preferred Stock Merger Consideration”).
(ii) For each outstanding share of the Company’s common stock, par value $0.0001 per share (the “Common Shares” and, together with the Preferred Shares, the “Shares”), the Holder thereof (each, a “Common Holder”) shall be entitled to receive an amount (the “Per Share Amount”) equal to the quotient of (a) the Closing Consideration, plus the aggregate exercise price of all Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time, minus the Preferred Stock Liquidation Preference, divided by (b) the aggregate number of Common Shares (including Company Restricted Shares) issued and outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of common stock underlying the Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time.
(iii) For the avoidance of doubt, in no event shall Parent or its Affiliates be obligated to make any payments to any Holders pursuant to this Agreement that, together with the Purchase Price Adjustment Holdback (to the extent it becomes payable), in the aggregate exceed (i) the Closing Consideration as calculated in this Section 4.1 and (ii) the Earn-Out Con...
Closing Consideration. The total consideration for the --------------------- Purchased Assets shall consist of the following payments:
2.1.1 At the Closing, Buyer shall pay to Seller an amount equal to $13,255,000.00, as adjusted pursuant to this Section 2.1.1 (the "Initial Payment"). The Initial Payment shall be made by wire --------------- transfer to an account or accounts designated by Seller by written notice to Buyer given at least two (2) business days prior to the Closing Date. At least seven (7) business days prior to the Closing Date, Seller shall also deliver to Buyer a schedule (the "Net Book -------- Value Statement"), prepared by Seller in good faith, of the Net --------------- Book Value (as such term is hereinafter defined) as of the close of business at September 30, 2001. If the Net Book Value as of the close of business on September 30, 2001 as set forth in the Net Book Value Statement exceeds $7,154,710.00, the Closing Payment shall be increased by the amount by which the Net Book Value as set forth in the Net Book Value Statement exceeds $7,154,710.00. If the Net Book Value as of the close of business on September 30, 2001 as -------------- set forth in the Net Book Value Statement is less than $7,154,710.00, the Closing Payment shall be decreased by the amount by which the Net Book Value as set forth in the Net Book Value Statement is less than $7,154,710.00. As used herein, "Net Book Value" shall mean (i) the total assets of Seller as set forth in a balance sheet of Seller prepared in accordance with generally accepted accounting principles (including but not limited to cash, cash equivalents, accounts receivable, inventory, prepaid expenses, investments in affiliates, property and equipment (net of depreciation) and other tangible assets) minus (ii) booked goodwill ----- and other booked intangible assets minus (iii) the total ----- liabilities of Seller as set forth in a balance sheet of Seller prepared in accordance with generally accepted accounting principles (including but not limited to accounts payable, other accrued liabilities, and accrued taxes (other than federal and state income taxes)) minus (iv) booked but Excluded Assets plus (v) ----- ---- booked but Excluded Liabilities plus (vi) 34% of accrued vacation ---- pay.
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), t...
Closing Consideration. Upon the second Business Day immediately following the Closing, MSB shall deliver to OTI a cash payment in immediately available funds in the amount of the Closing Consideration, payable to the account designated in writing by OTI no later than two (2) Business Days prior to the Closing Date. On the date that is six (6) months after the Closing Date (or if such date is not a Business Day, the immediately following Business Day), MSB shall deliver to OTI a cash payment in immediately available funds of $15,000,000, payable to the account designated in writing by OTI no later than two (2) Business Days prior to such date.
Closing Consideration. For purposes of this Agreement, "Closing Consideration" means an amount equal to (i) $157,000,000 (the "Purchase Price"), plus (ii) Cash on Hand as of the Closing Date, minus (iii) Indebtedness as of the Closing Date, plus (iv) the amount, if any, by which the Estimated Net Working Capital exceeds the Net Working Capital Target, minus (v) the amount, if any, by which the Estimated Net Working Capital is less than the Net Working Capital Target and minus (vi) the unpaid Company Transaction Expenses as of the Closing Date.
Closing Consideration. As consideration for the Purchased Assets, at the Closing, the Acquirer shall:
(a) deliver or cause to be delivered to EPI the sum of [***] plus the Estimated Closing Date Inventory Value set forth in the statement referred to in Section 4.08(a) (together, the “Closing Consideration”) by electronic funds transfer of immediately available funds to the account specified by EPI; and Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
(b) assume the Assumed Liabilities. The Closing Consideration shall be exclusive of any value added tax which, if urged, shall be payable by Acquirer.
Closing Consideration. (a) Subject to Section 2.3, as consideration for the sale of the Acquired Assets to Cypress, at the Closing, Cypress shall pay to Cellatope $2,000,000 in cash via wire transfer to an account designated by Cellatope in writing to Cypress not less than two business days prior to the Closing (the “Closing Consideration”).
(b) Cellatope shall bear and pay, and shall reimburse Cypress and Cypress’ Affiliates for, any sales, use, transfer or similar Taxes, or documentary charges, recording fees or similar charges, fees or expenses that may become payable in connection with (i) the sale of the Acquired Assets to Cypress pursuant to this Agreement and (ii) any of the other transactions contemplated by this Agreement or any of the Related Agreements to which Cellatope is a party ((i) and (ii) collectively, the “Transactions”), other than recording fees and similar costs (including attorneys and patent agent fees) related to filing the assignment of any Acquired Patents or Acquired Trademarks with the United States Patent and Trademark Office.
(c) The consideration referred to in Section 2 shall be allocated among the Acquired Assets in accordance with Exhibit H attached hereto. The allocation prescribed by such schedule shall be conclusive and binding upon Cypress and Cellatope for all purposes, and no party shall file any Tax Return or other document with, or make any statement or declaration to, any Governmental Body that is inconsistent with such allocation.
Closing Consideration. At the Closing, BNP shall issue the number of Units determined pursuant to Section 2.1(a) herein having an aggregate value of Fourteen Million Six Hundred Ten Thousand Dollars ($14,610,000.00), subject to increase or decrease by the adjustments in Section 3.2 below, but less the following amounts: 132
(i) the amount of the Outstanding Company Debt Financing as of the Closing Date;
(ii) all accrued but unpaid interest under the Outstanding Company Debt Financing as of the Closing Date; and
(iii) any charges or fees associated with property transfer and documentary taxes and all other costs related to the transfer of the Property (including fees, charges and expenses associated with the assumption of the Outstanding Company Debt Financing, all of which shall be paid by the Contributing Parties and shall be a reduction in the Contribution Price.
Closing Consideration. Parent shall pay as specified in Section 1.7 hereof at the Closing an aggregate amount of Thirty Million Dollars ($30,000,000) (the "Closing Consideration"), payable in the form of cash in the amount of Four Million Dollars ($4,000,000), and shares of Parent Common Stock in the amount of Twenty Six Million Dollars ($26,000,000), the issuance of which has been registered under the Securities Act of 1933, as amended (the "1933 Act"), as described herein; provided Parent may, in its sole discretion, increase the amount of cash paid hereunder solely to cover amounts due pursuant to Sections 1.7(a)(i)(A), (B), (C)(2) and (C)(3) of this Agreement, in which case the Closing Consideration payable in shares of Parent Common Stock shall be correspondingly reduced. The Closing Consideration allocable to the holders of Company Common Stock and Company Series D Preferred Stock (as defined herein) shall be delivered to the Exchange Agent (as defined in Section 1.10(a) below) on or before the Closing Date for distribution pursuant to Section 1.10 below. In addition, the Remaining Closing Consideration shall be delivered at the Closing pursuant to Section 1.13 below. -3- 9 (b) Milestone Consideration. Parent shall also pay as specified in Section 1.7 hereof an aggregate amount of Thirty Seven Million Dollars ($37,000,000) (the "Milestone Consideration") on the earlier of (i) the date which is six (6) months after the date of receipt of Final FDA Approval and (ii) the second anniversary of the Closing Date (the "Milestone Date"); provided, however, that in the event the Final FDA Approval has not been received by the second anniversary of the Closing Date and, in addition, that Parent has not breached its obligations under Section 5.16, Parent shall be relieved of all obligations to pay the Milestone Consideration pursuant to this Section 1.6(b). The Milestone Consideration, if any, may be paid in the form of cash (which together with any cash consideration paid pursuant to Section 1.6(a) above shall hereinafter be referred to as the "Cash Consideration"), shares of Parent Common Stock, the issuance of which has been registered under the 1933 Act, as described herein, or a combination of both as determined by Parent in its sole discretion. The Milestone Consideration allocable to the holders of Company Common Stock and Company Series D Preferred Stock shall be delivered to the Exchange Agent on or before the Milestone Date for distribution pursuant to Section 1.10 below. I...
Closing Consideration. MSB shall pay to OTI the amounts set forth in paragraph (a) of Exhibit 3.1 as set forth therein.