Closing Consideration Amount definition
Closing Consideration Amount has the meaning set forth in Section 2.5(a).
Closing Consideration Amount has the meaning set forth in Section 3.2(c).
Closing Consideration Amount means an amount equal to: (i) the Base Purchase Price, less (ii) the Estimated Closing Debt Amount, less (iii) the Estimated Transaction Costs, plus (iv) the amount of any Estimated Working Capital Excess, less (v) the amount of any Estimated Working Capital Deficit, plus (vi) the Estimated Closing Cash Amount.
Examples of Closing Consideration Amount in a sentence
The Closing Consideration Amount, by wire transfer of immediately available funds, to the account or accounts designated by Seller.
Such Buyer has and will have available on the Closing Date and each Post-Closing Transfer Date (if any), capital and liquidity in amounts that are sufficient to pay the Closing Consideration Amount as required by and in accordance with this Agreement.
A counterpart signature page to the cross-receipt, in a form mutually agreed among the parties (the “Cross-Receipt”), executed by a duly authorized executive officer of Seller or its applicable Subsidiary confirming the receipt of the Closing Consideration Amount.
If the Final Closing Consideration Amount is less than the Estimated Closing Consideration Amount, the Sellers shall pay Buyer the amount by which Final Closing Consideration Amount is less than Estimated Closing Consideration Amount pursuant to Section 2.3(g).
Any proceeds received by the Conveyed Entities or Buyer pursuant to this Section 5.14 shall be disregarded for purposes of calculating the Closing Consideration Amount and any adjustment thereto.
More Definitions of Closing Consideration Amount
Closing Consideration Amount means an amount equal to (i) the Base Consideration Amount,plus (ii) the Implied Exercise Price, plus (iii) the Estimated Adjustment Amount (which, for the avoidance of doubt, may be a negative number), minus (iv) the Expense Fund, minus (v) the Purchase Price Adjustment Escrow Amount, minus (vi) the Indemnification Escrow Amount.
Closing Consideration Amount means an amount equal to: (i) the Base Purchase Price, less (ii) the Estimated Closing Indebtedness Amount, less (iii) the Estimated Transaction Costs, less (iv) the Purchase Price Escrow Amount, the Indemnification Escrow Amount, the Deferred Purchase Price Escrow Amount and the Scheduled Matter Escrow Amount, plus (v) the amount of any Estimated Working Capital Excess, less (vi) the amount of any Estimated Working Capital Deficit, plus (vii) the Estimated Closing Cash Amount.
Closing Consideration Amount means, for each Equityholder, an amount equal to (i) (A) the product of (x) the Per Share Merger Consideration, multiplied by (y) such Equityholder’s number of Common Shares, Options and RSUs outstanding as of immediately prior to the Effective Time, minus (B) the aggregate exercise price of such Equityholder’s Options, minus (ii) such Equityholder’s Indemnity Percentage Interest of the Indemnity Escrow Amount.
Closing Consideration Amount means an amount in cash equal to (i) the Adjusted Aggregate Merger Consideration less (ii) $15,000,000 (the "DEFERRED PAYMENT RETENTION"). "AGGREGATE MERGER CONSIDERATION" shall mean the amount equal to $670.9 million less, without duplication, (i) the amount of all Indebtedness of the Company or any Company Subsidiary outstanding as of the Effective Time, (ii) the amount of all principal, interest and premiums paid or payable with respect to the repayment, repurchase, defeasance, satisfaction and discharge or redemption of any Indebtedness of the Company or any Company Subsidiary in connection with the consummation of the transactions contemplated hereby, including in accordance with Sections 7.9, 7.10 and 7.11, (iii) with respect to any Indebtedness of the Company or any Company Subsidiary outstanding as of the Effective Time, the amount of (A) all premiums payable upon redemption or repayment of such Indebtedness and (B) all interest payable on such Indebtedness through the date of redemption or repayment, in each case assuming that such Indebtedness is called for redemption or notice of repayment or prepayment is given, in each case, as of the Effective Time in accordance with the terms of such Indebtedness, (iv) the amount of all principal, interest and premiums paid or payable by the Company or any Company Subsidiary in connection with the redemption of the Newcup Notes, including (A) all amounts paid or payable by the Company as guarantor under the Guaranty Agreement, (B) the amount of all principal, interest and premiums paid or payable by the Company or a Company Subsidiary in connection with the redemption or purchase of the 2008 Notes and (C) all amounts paid or payable to acquire Newcup pursuant to the Newcup Option Agreement, and (v) the aggregate Class B Series 3 Preferred Stock Merger Consideration, the aggregate Exchangeable Preferred Stock Merger Consideration and all other amounts paid or payable to redeem or repurchase any Preferred Stock (including all outstanding Exchangeable Preferred Stock) after the date hereof (and, for the avoidance of doubt, for each share of Class B Series 3 Preferred Stock or Exchangeable Preferred Stock that is a Dissenting Share, the Class B Series 3 Preferred Stock Merger Consideration or Exchangeable Preferred Stock Merger Consideration, as applicable, otherwise payable with respect to such share of Preferred Stock if such share of Preferred Stock were not a Dissenting Share).
Closing Consideration Amount means the sum of (i) the Adjusted Cash Consideration, plus (ii) the Stock Consideration Value.
Closing Consideration Amount means an amount equal to (A) $233,827,500 less, without duplication, (B) (i) the Integration Cost Adjustment, if any, (ii) the Closing Adjustment Amount, if any, (iii) the amount of all outstanding consolidated indebtedness of the Company as of the Effective Time, (iv) the aggregate amount of all outstanding Company Transaction Expenses, if any and (v) the aggregate portion of the Closing Consideration Amount payable to holders of Dissenting Shares (assuming for this purpose only that such holders were not holders of Dissenting Shares) (the "Dissenters Holdback"). "Integration Cost Adjustment" shall mean an amount equal to $11,000,000.
Closing Consideration Amount means an amount equal to the Adjusted Equity Value, minus the 1st Anniversary Holdback Shares Amount, minus the 2nd Anniversary Holdback Shares Amount, minus the Put/Call Amount.