Closing Consideration Amount Sample Clauses

Closing Consideration Amount. The Closing Consideration Amount, by wire transfer of immediately available funds, to the account or accounts designated by Seller.
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Closing Consideration Amount. (a) The Company will cause to be delivered to Parent, two business days prior to Closing, (i) an estimated statement of the consolidated Working Capital of the Company (calculated in a manner consistent with Exhibit 3.8(c)(i)) as of the Effective Time (the "Estimated Working Capital Statement") to be prepared in good faith in conformity with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with the Target Working Capital and (ii) a certificate as to the preparation of the Estimated Working Capital Statement executed by the chief financial officer and chief executive officer of the Company. Parent and its representatives shall have full access to all relevant books and records and employees of the Company in connection with the Company's preparation of the Estimated Working Capital Statement. On the second business day immediately prior to the Effective Time (the "Inventory Date"), the Company, Parent and/or their respective representatives will complete a physical inventory, observed by the Stockholders' Representative. The inventory shall include only items which (i) meet the Company's specifications and industry standards applicable to such inventory and (ii) are usable and saleable in the ordinary course of the Company's business, as presently conducted by the Company. Said physical inventory shall list the type and quantity of the inventory as of the Inventory Date. Inventory shall be valued in accordance with GAAP consistently applied. The value so attributed to inventory, as adjusted to reflect changes in quantity from the Inventory Date to the Effective Time, shall be final, binding and conclusive for purposes of Section 3.8(c), 3.9 and Section 3.11.
Sample 1
Closing Consideration Amount. An amount equal to the balance of the Estimated Closing Consideration Amount (i.e., the Estimated Closing Consideration Amount less the Deposit and less any interest accrued thereon), by wire transfer of immediately available funds, to the account designated by Seller.
Sample 1
Closing Consideration Amount. The Purchase Price by wire transfer of immediately available funds to Seller’s designated account (less the payoff amount identified above).
Sample 1
Closing Consideration Amount. The Estimated Closing Consideration Amount, by wire transfer of immediately available funds, to the account designated by Pregis.
Sample 1

Related to Closing Consideration Amount

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Stock Consideration 3 subsidiary...................................................................53

  • 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).

  • 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.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

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