Closing Consideration Clause Samples

Closing Consideration. The aggregate consideration payable by the Parent Group on Closing (the “Aggregate Consideration”) shall be: (a) the Base Valuation; plus [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (b) the Deferred Tax Assets; plus (c) the Closing Net Cash; less (d) the Closing Total Indebtedness (if any, which shall expressly exclude any amounts deposited on account of the [***] and the [***] in the Indemnity Escrow Amount, however shall include loans or borrowings by the Group Companies to repay [***] and costs arising from the [***] on a full and final settlement basis to the extent such amounts were repaid prior to Closing, and only if and to the extent such amounts were reflected as a reduction in the Indemnity Escrow Amount and not deposited in the Escrow Account; plus (e) an amount by which the Closing Working Capital exceeds the Target Working Capital or minus the amount by which the Closing Working Capital falls short of the Target Working Capital (as applicable). The Parties agree that the Aggregate Consideration (excluding the Earn-Out Consideration) may exceed $ 200,000,000 in cash and Equity Consideration Amount subject to and in accordance with the terms of this Agreement. The Aggregate Consideration shall be allocated among the Participating Equity Holders in accordance with this Agreement and the Memorandum of Association (it being noted that holders of Vested Options and Company RSU's have a contractual right to receive consideration as if they received Ordinary Shares (less the exercise price and any withholdings) and are not entitled to any payment made pursuant to clause 11(a) of the Memorandum of Association), as adjusted in accordance with Section 3.5. Notwithstanding anything to the contrary, any deductions and additions to be made pursuant to sections (a) to (e) (inclusive), shall at all times be made without duplication.

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. 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. MSB shall pay to OTI the amounts set forth in paragraph (a) of Exhibit 3.1 as set forth therein.

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. The total consideration for the Purchased Assets shall consist of the following: 2.1.1 At the Closing, Buyer shall pay to Seller an amount equal to $14,110,000, as adjusted pursuant to this Section 2.1.1 and Section 6.5 (as adjusted, the “Purchase Price”), less (i) the Deposit (as defined in Section 2.1.2) and (ii) $1,000,000 United States Dollars previously paid by Buyer to Lang ▇▇▇▇▇▇▇▇ LLP, Seller's law firm, to hold in escrow for the benefit of Seller, plus interest earned thereon (the “Buyer Prepayment”), which Buyer Prepayment shall be paid by Lang ▇▇▇▇▇▇▇▇ LLP to Seller on the Closing Date (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. Seller shall deliver to Buyer an estimated balance sheet of the Seller as of May 31, 2008 (the “Estimated Balance Sheet”), such balance sheet to be prepared in accordance with GAAP (as defined below). Seller shall determine the “Estimated Net Purchased Assets Value” by subtracting the liabilities shown on the Estimated Balance Sheet that would be Assumed Liabilities (as set forth on Exhibit G) if the transaction were closing on the date of the Estimated Balance Sheet from the assets shown on the Estimated Balance Sheet that would be Purchased Assets (as set forth on Exhibit G) if the transaction were closing on the date of the Estimated Balance Sheet. If the Estimated Net Purchased Assets Value is greater than -0-, the Initial Payment shall be increased by the amount by which the Estimated Net Purchased Assets Value is greater than -0-. If the Estimated Net Purchased Assets Value is less than -0-, the Initial Payment shall be decreased by the amount by which the Estimated Net Purchased Assets Value is less than -0-. (a) At the Closing, Buyer also shall deposit $750,000 (such amount, the “Deposit”) with Stikeman Elliott LLP, as escrow agent (the “Escrow Agent”), which amount shall be held and disposed of pursuant to the terms of this Agreement and an escrow agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Agreement shall be executed and delivered by Buyer, Seller and the Escrow Agent at the Closing. $250,000 of the Escrow Fund (as defined below) will be released to Seller on the earlier of (i) the date that all Purchased Receivables (net of any allowance for doubtful accounts on the Audited Financial St...

Closing Consideration. The aggregate consideration payable by the Parent Group on Closing (the “Aggregate Consideration”) shall be: (a) the Base Valuation; plus [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (b) the Deferred Tax Assets; plus (c) the Closing Net Cash; less (d) the Closing Total Indebtedness (if any, which shall expressly exclude any amounts deposited on account of the [***] and the [***] in the Indemnity Escrow Amount, however shall include loans or borrowings by the Group Companies to repay [***] and costs arising from the [***] on a full and final settlement basis to the extent such amounts were repaid prior to Closing, and only if and to the extent such amounts were reflected as a reduction in the Indemnity Escrow Amount and not deposited in the Escrow Account; plus (e) an amount by which the Closing Working Capital exceeds the Target Working Capital or minus the amount by which the Closing Working Capital falls short of the Target Working Capital (as applicable). The Parties agree that the Aggregate Consideration (excluding the Earn-Out Consideration) may exceed $ 200,000,000 in cash and Equity Consideration Amount subject to and in accordance with the terms of this Agreement. The Aggregate Consideration shall be allocated among the Participating Equity Holders in accordance with this Agreement and the Memorandum of Association (it being noted that holders of Vested Options and Company RSU’s have a contractual right to receive consideration as if they received Ordinary Shares (less the exercise price and any withholdings) and are not entitled to any payment made pursuant to clause 11(a) of the Memorandum of Association), as adjusted in accordance with Section 3.5. Notwithstanding anything to the contrary, any deductions and additions to be made pursuant to sections (a) to (e) (inclusive), shall at all times be made without duplication.

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.