Examples of Aggregate Initial Consideration in a sentence
The Aggregate Initial Consideration Amount to be delivered by Parent at the Closing pursuant to Section 3.2 shall be changed by the amount of the Estimated Net Working Capital Adjustment, which change shall be an increase if the Estimated Net Working Capital Adjustment is a positive number and which change shall be a decrease if the Estimated Net Working Capital Adjustment is a negative number.
At Closing, Parent will pay in trust to the Exchange Agent (as defined below) for the benefit of each Stockholder, Warrantholder or Eligible Optionholder (the “Exchange Fund”), by wire transfer of immediately available funds, the Aggregate Initial Consideration Amount set forth on the Aggregate Consideration Allocation Schedule.
The Parties hereto have agreed that the “Net Working Capital Adjustment” shall be the amount of the difference between the Net Working Capital Amount and zero, which shall result in a change in the Aggregate Initial Consideration Amount such that if the difference is positive, there shall be an increase in the Aggregate Initial Consideration Amount and, if the difference is negative, there shall be a decrease in the Aggregate Initial Consideration Amount.
A fortiori, positing both is unnecessary and, according to some, ‘ontologically profligate’.
Purchaser shall be entitled to retain any Aggregate Initial Consideration or Final Merger Consideration not paid on account of the Dissenting Stock pending resolution of the claims of such holders, and the remaining Company Stockholders shall not be entitled to any portion of such retained Aggregate Initial Consideration or Final Merger Consideration.
Through the timely execution of such payment and delivery in accordance with Schedule II, and the payments into the Warranty Escrow Fund pursuant to Section 1.3(a), Purchaser will be deemed to have fulfilled its obligation as regards payment of Aggregate Initial Consideration and the Purchaser and Parent shall have no obligation or liability whatsoever for the allocation of the Aggregate Initial Consideration among the Shareholders.
It is understood that the establishment of $0 as the amount of Base Net Working Capital was a negotiated result to establish the base from which any adjustment to the Aggregate Initial Consideration is to be calculated, and, therefore, will not influence or affect in any respect the calculation of Effective Date Net Working Capital.
Consideration is equal to the Aggregate Initial Consideration, and shall be adjusted following the Closing as set forth herein.
The portion of the Escrow Amount deposited on behalf of each Shareholder shall be in proportion to the percentage of the Aggregate Initial Consideration ultimately received by each such Shareholder (such respective percentages, the “Proportionate Interests”).
Notwithstanding anything to the contrary contained in this Agreement, the Seller Indemnitors shall have no liability under this Agreement with respect to any matter to the extent the expense, loss or liability comprising the Loss (or a part thereof) with respect to such matter has been taken into account in any adjustment to the Aggregate Initial Consideration pursuant to Section 2.10(d).