Examples of Closing Consideration Exhibit in a sentence
At least three (3) Business Days prior to the Closing Date, the Company shall deliver the final Closing Consideration Exhibit to Parent, provided, however, that the final Closing Consideration Exhibit shall only reflect (i) changes in events between the date of this Agreement and the Closing Date that are not otherwise prohibited by the terms of this Agreement, or (ii) such other changes as are previously approved by Parent in writing, which prior written approval shall not be unreasonably withheld.
Released funds shall be promptly paid to the Holders according to their Pro Rata Share by corporate check of Buyer to the address specified for such Holder on the Closing Consideration Exhibit or otherwise by such Holder in writing, or by wire transfer if specified in the Closing Consideration Exhibit or by such Holder in writing.
At the Closing, Parent shall retain the Working/Cash Capital Holdback Amount from the Transaction Consideration that the Members and the KMV Corporation Shareholders are entitled to receive pursuant to this Agreement in exchange for their Company Units and KMV Corporation Shares, respectively, pro rata in accordance with their respective ownership percentages set forth on the Closing Consideration Exhibit.
Buyer shall pay each Holder such Holder’s Pro Rata Share of the accrued interest, which shall be delivered by corporate check of Buyer to the address specified for such Holder on the Closing Consideration Exhibit or otherwise by such Holder in writing, or by wire transfer if specified in the Closing Consideration Exhibit or by such Holder in writing.
Two Business Days prior to the Closing Date, the Shareholder Representative shall deliver to the Buyer a draft of the Closing Consideration Exhibit which sets forth the amount of Aggregate Consideration that would be paid to each Holder pursuant to this Article 2 based on assumptions set forth therein.
At the Closing, the Shareholder Representative shall deliver to the Buyer the Closing Consideration Exhibit setting forth the final calculation of such amounts (including in such calculation provision for those amounts described in the second proviso in the penultimate sentence of Section 2.6.3 of this Agreement).