Closing Consideration definition

Closing Consideration has the meaning set forth in Section 1.2.

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Closing Consideration shall have the meaning set forth in Section 2.2.

Closing Consideration has the meaning specified in Section 2.4(a)(ii).

Examples of Closing Consideration in a sentence

• Except as will be included in Debt or Transaction Expenses for purposes of calculating the Closing Consideration, no Group Company has any accounts payable or notes payable to any Person who is an Affiliate of the Group Companies.

• In consideration for the Company Units sold to Buyer by Emerald GP, Emerald Fund, the ▇▇▇▇▇▇ Investors and the Management Investors pursuant to Section 1.05(a), Buyer shall pay to the Sellers Representative, for further distribution to Emerald GP, Emerald Fund, the ▇▇▇▇▇▇ Investors and the Management Investors in accordance with the Allocation Schedule, at the Closing, in the aggregate, an amount in cash equal to the Estimated Closing Consideration less the Blocker Closing Consideration.

• The Sellers Representative and the Seller Parties (including the Cash Sellers) agree that the Buyer Parties’ maximum aggregate liability for any amounts payable by Buyer pursuant to Section 3.05(c)(ii) (excluding, for the avoidance of doubt, release of the Adjustment Escrow Fund) shall be $2,750,000, even if the final Closing Consideration exceeds the Estimated Closing Consideration by an amount that is greater than $2,750,000.

• The portion of the Closing Consideration (as finally determined hereunder) (plus any assumed liabilities and other items required to be taken into account for income tax purposes) allocated to the Company Units (other than the Company Units owned by Blocker) shall be allocated among the assets of the Group Companies in accordance with the principles of Code Sections 1060, 743, 754 and 755 and the Treasury Regulations thereunder and the methodology set forth on the Exhibit J (the “Allocation Methodology”).

• In consideration for the membership interests of Blocker sold to Buyer Parent by Blocker Seller pursuant to Section 1.02(a), Buyer Parent shall pay to Blocker Seller at the Closing an amount in cash equal to the Blocker Closing Consideration.

More Definitions of Closing Consideration

Closing Consideration means the Closing Cash Consideration and the Closing Stock Consideration.

Closing Consideration has the meaning set forth in Section 2.1(a) of this Agreement.

Closing Consideration has the meaning ascribed in Section 3.1(c);

Closing Consideration is defined in Section 2.03(a)

Closing Consideration shall have the meaning given to such term in Section 2.2(c).

Closing Consideration means (a) an aggregate of 2,125,000 Parent Class B Ordinary Shares, (b) Parent Warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares, which Parent Warrants are (i) not redeemable by Parent and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as the Parent Warrants are held by the Company Shareholders or their Affiliates and Permitted Transferees.

Closing Consideration has the meaning set forth in Section 2.3.