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 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.

Examples of Closing Consideration Amount in a sentence

• For the avoidance of doubt, in the event that Purchaser provides funding to Seller or its Affiliates pursuant to this Section 10.20, the Parties expressly acknowledge and agree that such funding amount shall not be deemed to be Closing Indebtedness or a liability for the purposes of determining Net Working Capital, nor shall it otherwise be taken into consideration in connection with the calculation of the Initial Closing Cash Consideration or the Change-in-Control Closing Consideration Amount.

• 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.

• 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.

• To the extent an adjustment is made to the Closing Consideration Amount under this Section 2.3, Buyer may not bring a claim under any other provision of this Agreement seeking recovery for Losses in respect of such adjustment.

• In the event an adjustment to the Closing Consideration Amount is made pursuant to Section 2.2 or Section 2.3 or otherwise under this Agreement (including under Article VIII) (and any refunds and/or other payments are made in connection therewith), the allocation of the Closing Consideration Amount shall be revised to allocate such adjustment to the Direct Transferred Equity Interests based upon the item to which such adjustment is attributable.

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 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.

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 Company Debt” means the aggregate amount of outstanding Company Debt as of immediately prior to the Effective Time.

Closing Consideration Amount means $31,000,000 less the amount, if any, of the Pre-Closing Shortfall.

Closing Consideration Amount means the Base Purchase Price, less (i) the Adjustment Escrow Amount, less (ii) the Subsequent Payment Amount, less (iii) the Exclusivity Payment Amount, less (iv) the amount of any Estimated Working Capital Deficit, plus (v) the Estimated Closing Cash Amount, less (vi) the Estimated Closing Indebtedness Amount, less (vii) the Estimated Closing Date Company Transaction Expenses. The Closing Consideration Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller. Such account shall be designated no fewer than three (3) Business Days prior to the Closing Date.

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.