Closing Consideration Spreadsheet definition
Closing Consideration Spreadsheet has the meaning set forth in Section 3.5(a).
Closing Consideration Spreadsheet means the last Consideration Spreadsheet prepared and delivered by the Company to Parent prior to the Closing in accordance with, and on a basis consistent with, the Form Consideration Spreadsheet.
Closing Consideration Spreadsheet means a spreadsheet delivered to Purchaser at least three and no more than 10 Business Days prior to the Closing Date, as it may be modified following input from Purchaser or Representatives of Purchaser, or updated by Seller, no later than one Business Day prior to the Closing Date, containing the following information:
Examples of Closing Consideration Spreadsheet in a sentence
For the avoidance of doubt, the parties intend that the Merger shall be declared effective and that the issuance by the Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on, or as soon as practically possible before, the Closing Date (as defined below) (but in any event no earlier than the date on which the Closing Consideration Spreadsheet shall be provided to Parent in accordance with Section 3.5 hereof).
The Parties agree that Parent shall be entitled to rely on the Closing Consideration Spreadsheet in making payments under Article III.
More Definitions of Closing Consideration Spreadsheet
Closing Consideration Spreadsheet has the meaning assigned to such term in Section 1.5 of the Agreement.
Closing Consideration Spreadsheet shall have the meaning set forth in Section 4.5.
Closing Consideration Spreadsheet has the meaning set forth in Section 1.6(b).
Closing Consideration Spreadsheet has the meaning set forth in Section 1.6(b). “Closing Consideration Spreadsheet Certificate” has the meaning set forth in Section 2.2(b). “Closing Date” has the meaning set forth in Section 2.1. “Closing Indebtedness Amount” means the sum of, without duplication: (a) the aggregate dollar amount of Company Indebtedness immediately prior to the Closing; plus (b) the sum of the aggregate dollar amount paid and the aggregate dollar amount payable pursuant to the Payoff Letters, determined in accordance with the Accounting Principles; provided, however, that the Closing Indebtedness Amount shall not include (a) any amount included in the Company Transaction Expense Amount or the Accrued Tax Amount and, in each case, actually reflected on a dollar-for-dollar basis in the calculation of the Adjusted Transaction Value or (b) any operating lease liabilities outstanding as of the date hereof and listed on Schedule 5. “Closing Statement” has the meaning set forth in Section 1.7(a).