Aggregate Closing Payment definition

Aggregate Closing Payment shall have the meaning specified in Section 2.2.
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Aggregate Closing Payment means (a) the Transaction Consideration, minus (b) Original Escrow Amount, minus (c) the Representative Expense Fund.
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Aggregate Closing Payment means (A) the Adjusted Acquisition Consideration plus (B) the Deposit.
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Examples of Aggregate Closing Payment in a sentence

  • No Equityholder shall assign its interest in the Earn-Out Consideration to any Person without first notifying Parent and the Stockholder Representative of such transfer and the Aggregate Closing Payment Schedule shall be revised to reflect such permitted transfer and shall record the name of the transferee.3.09 Lost, Stolen or Destroyed Certificates.

  • The Aggregate Closing Payment Shares shall have been approved for listing on Nasdaq.

  • The Purchaser shall use commercially reasonable efforts to cause the Aggregate Closing Payment Shares and the Escrow Shares to be listed on Nasdaq at the Purchaser’s expense, including without limitation, filing any listing application with Nasdaq.

  • Except as set forth in the Aggregate Closing Payment Schedule, no Person is entitled to receive any portion of the Aggregate Closing Amount.

  • If Purchaser elects to pay the Aggregate Post-Closing Adjustment in shares of Purchaser Class B Common Stock, each share of Purchaser Class B Common Stock will have a deemed value equal to the calculation of the valuation of the Purchaser Class B Common Stock made for the Aggregate Closing Payment Shares.

  • The Purchaser shall issue to Sellers and Optionholders the Aggregate Closing Payment Shares, if any, in accordance with Section 2.6(a)(ii), which shall be fully paid and free and clear of all Liens other than restrictions on transfer arising under applicable securities Law and the Registration Rights and Lock-Up Agreement.

  • First, it may affect the secession outcome, making it less attractive for the rival region.


More Definitions of Aggregate Closing Payment

Aggregate Closing Payment means the Per Share Closing Payment multiplied by 35,955.982, which amount equals the sum of: (i) the number of shares of stock issued and outstanding; (ii) 9,337; and (iii) the number of Phantom Units outstanding immediately prior to the Closing.
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Aggregate Closing Payment means an aggregate amount of cash equal to (a) the Initial Merger Consideration, less (b) the Adjustment Escrow Amount, less (c) the General Escrow Amount, less (d) the Representative Reserve, less (e) the aggregate exercise price of the Cash-Out Options.
Sample 1
Aggregate Closing Payment means the Base Purchase Price less (i) the Escrow Funds and (ii) the Severance Payment.
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Related to Aggregate Closing Payment

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Aggregate Cap has the meaning set forth in Section 20.1A.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Aggregate Commitment Amount means, as of any date, the aggregate of all Commitment Amounts as of such date. On the Effective Date, the Aggregate Commitment Amount is $125,000,000.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Total Commitment Amount means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.