Closing Cash Payment Amount definition

Closing Cash Payment Amount. Schedule A, Section 1.2 “Closing Consideration” Section 2.8(a) “Closing Date” Section 1.1

Closing Cash Payment Amount means an amount equal to (i) the Closing Date Adjusted Purchase Price minus (ii) the Escrow Funds.

Closing Cash Payment Amount means an amount equal to (a) $505,000,000, minus (b) the total amount of Closing Date Indebtedness set forth on the Closing Payments Schedule, minus (c) the total amount of Closing Date Transaction Expenses set forth on the Closing Payments Schedule plus (d) the total amount of Closing Date Cash set forth on the Closing Payments Schedule, plus (e) the total amount of the Closing Date Net Working Capital Adjustment Amount set forth on the Closing Payments Schedule.

Examples of Closing Cash Payment Amount in a sentence

• Section 2.2(b) of the Business Combination Agreement provides, “The Company Shareholder Merger Consideration in respect of each Company Shareholder shall comprise (i) if such Company Shareholder has so elected in accordance with the terms of this Agreement, an amount in cash equal to that Company Shareholder’s Closing Cash Payment Amount, if any; and that Company Shareholder’s Closing Number of Shares”.

• As a result, no Closing Cash Payment Amount has been factored into the preparation of the unaudited pro forma combined financial information.

• The Estimated Closing Statement (as modified in accordance with this Section 2.02) shall not be final or binding on the Parties other than for purposes of determining the Preliminary Purchase Price and the Closing Cash Payment Amount.

• Purchaser has available as of the date of this Agreement and will have available as of the Closing, sufficient funds to be able to pay the Base Purchase Price (including the full Closing Cash Payment Amount, Closing Indebtedness, Closing Cash and the Closing Company Transaction Expenses) and any expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement.

• The Company has revised page 84 of Amendment No. 1 to make clear that no Closing Cash Payment Amount is expected to be paid, and has revised page 169 of Amendment No. 1 to further clarify that no Closing Cash Payment Amount has been factored into the preparation of the unaudited pro forma combined financial information.

More Definitions of Closing Cash Payment Amount

Closing Cash Payment Amount means an amount equal to (i) $113,516,686.00, plus (ii) the sum of the Closing Contributed Amount multiplied by the Cash Payment Amount Multiplier, minus (iii) the Closing Leakage multiplied by the Cash Payment Amount Multiplier (in each case of the foregoing items (ii) and (iii), rounded to the nearest whole cent).

Closing Cash Payment Amount means an amount equal to: (a) Parent Cash; minus (b) Estimated Closing Transaction Costs, to the extent not paid prior to the Closing; minus (c) the Retained Cash; provided that in no case shall the Closing Cash Payment Amount exceed $220,000,000 minus the Adjustment Escrow Amount.

Closing Cash Payment Amount has the meaning set forth in Section 2.4.

Closing Cash Payment Amount is defined in Section 2.4.1(a).

Closing Cash Payment Amount has the meaning set forth in Section 2.01(b).

Closing Cash Payment Amount means an amount equal to the lesser of (i) the Maximum Cash Payment Amount and (ii) the Aggregate Cash Election Amount.

Closing Cash Payment Amount means an amount equal to (i) the Closing Date Adjusted Purchase Price, minus (ii) the Escrow Funds, minus (iii) to the extent the applicable Post-Closing Escrow Agreement is required to be entered into pursuant to this Agreement, the Pressure Test Escrow Funds, the VCP Vibration Escrow Funds and the Winterization Penalties Escrow Funds.