Closing Cash Consideration Amount definition

Closing Cash Consideration Amount will have the meaning set forth in Section 1.2(a).
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Closing Cash Consideration Amount means an amount equal to the Cash Consideration Amount less the Estimated Closing Adjustment and less the Indemnification Escrow Amount and True-Up Escrow Amount.
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Closing Cash Consideration Amount means an amount equal to the Cash Consideration Amount less the amount of Closing Indebtedness, less the Escrow Cash Amount, plus the amount of any Estimated Closing Surplus, less the amount of any Estimated Closing Deficiency.
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Examples of Closing Cash Consideration Amount in a sentence

  • The Estimated Closing Cash Consideration Amount, by wire transfer of immediately available funds, to the accounts of the Members as designated in accordance with Section 2.3 of this Agreement.

  • The Parties agree to allocate the Closing Cash Consideration Amount, the Final Cash Consideration Amount, the Contingent Payment and other consideration payable hereunder (as possibly adjusted pursuant to Section 2.10 with respect to the Principal Closing) and Assumed Obligations among the Purchased Assets as set forth on SCHEDULE 2.11.

  • Representative shall work together in good faith to amend the Tax Allocation Statement to the extent necessary to reflect any post-Closing adjustments to the purchase price (as determined for U.S. federal income tax purposes), whether due to payments made under Section 2.4 (Post-Closing Adjustment to the Estimated Closing Cash Consideration Amount), Section 2.5 (Earnout), or otherwise.

  • The Closing Cash Consideration Amount will be decreased by the amount equal to eighty five percent (85%) of the sum of (x) Estimated Closing Date Indebtedness plus (y) Estimated Closing Date Company Transaction Expenses.

  • A Nominating Committee may also be appointed whenever the Board of Directors shall determine that the assistance of such a committee is needed for the purpose of making recommendations regarding the selection of an individual for a non-elected position.

  • Any such preparation, filing, prosecution and maintenance shall be conducted with commercially reasonable diligence by IMMUNOGEN, using patent counsel selected by IMMUNOGEN and reasonably acceptable to ABX.

  • For the avoidance of doubt, if the True-Up Run-Rate Adjustment Amount is less than the Run-Rate Adjustment Amount determined for purposes of Section 2.3, such that the Closing Cash Consideration Amount is greater than the Estimated Closing Cash Consideration Amount, the payment made by Buyer to the Members in accordance with Section 2.4(b)(i) shall be in addition to any amounts equal to the True-Up Run-Rate Adjustment Amount paid as part of the Current Year Payment pursuant to Section 2.5.

  • Buyer has, and as of the Closing, will have readily available funds that are sufficient to effect the Closing and pay the Aggregate Closing Cash Consideration Amount and the other amounts set forth in Section 2.3 on the terms contemplated herein.

  • The remainder of the Closing Cash Consideration Amount and the Payoff Shares were used to pay amounts outstanding under Paradigm’s pre-Closing senior secured credit agreement and other amounts due to the lenders thereunder and certain of their affiliates.

  • Conversely, if the Closing Cash Consideration Amount exceeds the Cash Consideration Amount, the Reporting Person will pay the difference by wire transfer of immediately available funds to the Issuer.In addition to the Cash Consideration Amount, the Initial Shares and the Payoff Shares, the Issuer has agreed to pay contingent consideration to the Reporting Person upon the occurrence of certain events in the future, on the terms and conditions set forth in the Master Transaction Agreement.


More Definitions of Closing Cash Consideration Amount

Closing Cash Consideration Amount means cash in an amount equal to: (a) the Upfront Cash Consideration; (b) minus the Securityholders’ Representative Reserve; (c) minus the Escrow Amount; (d) minus the Closing Date Bonus Consideration, (e) minus the Estimated Closing Date Indebtedness; (f) minus the Estimated Closing Date Transaction Expenses; (g) plus the Estimated Closing Date Cash Amount; (h) plus Estimated Net Working Capital Adjustment; and (i) plus the Aggregate Exercise Amount.
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Closing Cash Consideration Amount means cash in an amount equal to:
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Related to Closing Cash Consideration Amount

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Non-Cash Consideration means consideration in a form other than cash.

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

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

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

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

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

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

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

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