The Closing Consideration Sample Clauses

The Closing Consideration. 3.1.1. At least three (3) Business Days prior to the Closing, the Company shall deliver to Buyer a statement duly certified by the Chief Administrative Officer (or other comparable officer) of the Company (the “Estimated Closing Statement”), setting forth (i) a good faith estimate of the Closing Consideration (the “Estimated Closing Consideration”), and on the basis of such estimate an estimate of the Closing Cash Consideration (the “Estimated Closing Cash Consideration”), an estimate of the Closing Equity Consideration (the “Estimated Closing Equity Consideration”), and reasonable supporting detail regarding each element of all such estimates and (ii) the Closing Date Revenue Run Rate, together with all reasonable supporting calculations therefor. Following delivery of the Estimated Closing Statement, the Company shall provide Buyer and its Representatives with reasonable access to all relevant information, records, data, working papers and relevant personnel of the Group Companies used in the preparation of the Estimated Closing Statement as Buyer may reasonably request. The Estimated Closing Statement shall be prepared (a) on the basis of the most recently available books and records of the Group Companies, (b) in accordance with the Accounting Principles, to the extent applicable, and the other applicable provisions of this Agreement, and (c) so as not to give effect to the consummation of the Transactions or the incurrence or arrangement of any financing incurred or to be incurred by the Buyer or any of its Affiliates in connection therewith. Prior to the Closing Date, the Company shall consider in good faith any proposed changes to the Estimated Closing Statement and the calculations set forth thereon that are proposed by Buyer and will use its reasonable best efforts to attempt to resolve any of Buyer’s reasonable questions or objections regarding the Estimated Closing Statement. If applicable, the Company shall deliver to Buyer a final version of the Estimated Closing Statement, duly certified by the Chief Administrative Officer (or other comparable officer) of the Company, at least one Business Day prior to the Closing, reflecting any changes or amendments agreed to by the Company. In no event shall the Company’s obligation to consider in good faith any changes, or use reasonable best efforts to attempt to resolve Buyer’s questions or objections, to the Estimated Closing Statement cause the Closing to be postponed or delayed in any manner. From th...
Sample 1
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The Closing Consideration. 3.1.1 The “Estimated Closing Consideration” shall be equal to the good faith estimate of the Closing Consideration by the Seller, which estimate shall be delivered by the Seller to the Buyer not less than three (3) Business Days prior to the Closing Date. The Estimated Closing Consideration shall be prepared (a) on the basis of the most recently available books and records of the Group Companies, (b) in accordance with the Accounting Principles, to the extent applicable, and the other applicable provisions of this Agreement, and (c) so as not to give effect to the consummation of the transactions contemplated by this Agreement or the incurrence or arrangement of any financing incurred or to be incurred by the Buyer or any of its Affiliates in connection therewith. During the period after the delivery of the Estimated Closing Consideration and prior to the Closing, the Buyer shall have an opportunity to review the Estimated Closing Consideration and the Seller shall reasonably respond to any questions regarding the Estimated Closing Consideration raised by the Buyer; provided, that in no event shall any review of the Estimated Closing Consideration by the Buyer, or any dispute relating thereto, delay or prevent the Closing.
Sample 1

Related to The Closing Consideration

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

  • 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

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • 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.

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • 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.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

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