Closing Date Cash Consideration definition

Closing Date Cash Consideration has the meaning set forth in Section 2.3(a).

Closing Date Cash Consideration means cash in an amount equal to (a) £910,000, plus the Target Company Current Assets, as set forth on the Closing Financial Certificate minus (b) the Escrow Amount, minus (c) the Target Company Retired Indebtedness as set forth on the Closing Financial Certificate, minus (d) the Unpaid Target Company Expenses as set forth on the Closing Financial Certificate minus (e) the Target Company Current Liabilities, as set forth on the Closing Financial Certificate.

Closing Date Cash Consideration means an amount in U.S. dollars in cash equal to $5,500,000,000.

Examples of Closing Date Cash Consideration in a sentence

• At the Closing, subject to the terms and conditions of this Agreement, Sellers shall sell, transfer, assign and convey the Shares to Buyer, and Buyer shall purchase and accept the Shares from Sellers, and Buyer shall pay to Sellers the Closing Date Cash Consideration and shall deliver the Promissory Note.

• Sellers acknowledge and agree that, for the convenience of the parties, the Closing Date Cash Consideration, the Promissory Note (and any replacements or substitutions therefor), and all other payments to be made by Buyer to Sellers or TAT under this Agreement shall be paid to TAT, to be further allocated among the Sellers as determined by TAT.

• Biota has and will have sufficient available funds on hand at Closing to pay the Closing Date Cash Consideration.

• If the Estimated Effective Date Net Working Capital is less than zero, then the Purchase Price will be reduced (first, through an adjustment to the Promissory Note, and, to the extent the Promissory Note is reduced to zero, by a reduction of the Closing Date Cash Consideration) by an amount equal to the absolute value of such shortfall (a “Working Capital Underage”).

• If the Estimated Effective Date Net Working Capital is greater than zero, then the Purchase Price will be increased (through an adjustment to the Closing Date Cash Consideration) by an amount equal to such excess (a “Working Capital Overage”).

More Definitions of Closing Date Cash Consideration

Closing Date Cash Consideration means an amount equal to (i) the Base Closing Date Cash Consideration, minus (ii) the amount of Closing Indebtedness, minus (iii) the amount of Transaction Expenses, plus (iv) the amount of Closing Cash.

Closing Date Cash Consideration means an amount equal to (i) $505,000,000, plus (ii) the amount (if any) by which the Closing Date Cash-on-Hand exceeds the Cash-on-Hand Target, minus (iii) the Closing Date Indebtedness, plus (iv) the amount (if any) by which the Closing Date Working Capital exceeds the Upper Working Capital Target, minus (v) the amount (if any) by which the Lower Working Capital Target exceeds the Closing Date Working Capital, minus (vi) the Closing Date Company Transaction Expenses.

Closing Date Cash Consideration means (i) $390,000,000, plus (ii) the Estimated Cash, plus (iii) the Estimated Working Capital Overage, if any, plus (iv) the Aggregate Vested Option Exercise Price, plus (v) the Aggregate In-the-Money Warrant Exercise Price, plus (vi) the Employee Loan Amount minus (vii) the Estimated Indebtedness, minus (viii) the Estimated Working Capital Underage, if any, minus (ix) the Estimated Transaction Expenses.

Closing Date Cash Consideration as defined in Section 2.4(c)(i).

Closing Date Cash Consideration. (and, collectively with the Promissory Note, the “Purchase Price”) shall be equal to $152,500,000. Sellers acknowledge and agree that, for the convenience of the parties, the Closing Date Cash Consideration, the Promissory Note (and any replacements or substitutions therefor), and all other payments to be made by Buyer to Sellers or TAT under this Agreement shall be paid to TAT, to be further allocated among the Sellers as determined by TAT. The Purchase Price shall be increased or decreased as provided below:

Closing Date Cash Consideration means an amount equal to:

Closing Date Cash Consideration means an amount in U.S. dollars in cash equal to $5,500,000,000. “Closing TBV” means the amount in dollars equal to the TBV, as of the close of business on the day immediately preceding the Closing Date, as calculated from the Closing Balance Sheet. “Code” means the Internal Revenue Code of 1986. “Collective Bargaining Agreement” has the meaning set forth in Section 3.14(a). “Combined Tax Return” has the meaning set forth in Section 5.9(b). “Common Stock” has the meaning set forth in Section 3.2(a). “Competing Banking Business” has the meaning set forth in Section 5.7(a). “Confidential Information” has the meaning set forth in Section 5.1(b). “Confidentiality Agreements” means, collectively, (a) the confidentiality agreement, dated October 18, 2020, between Seller Holdco and Purchaser, as amended on June 21, 2021 and (b) the confidentiality agreement, dated September 10, 2021, between Purchaser and Seller Holdco. “Constituent Documents” means the charter documents, bylaws or similar organizational documents of a corporation and comparable organizational documents of any other entity. “Contagion Event” means the outbreak or continued presence of contagious disease, epidemic or pandemic (including SARS-CoV-2 or COVID-19, or any evolutions or mutations of thereof, or any other viruses (including influenza)), and the governmental responses thereto. “Contagion Event Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or other directives, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to a Contagion Event. “Continuing Employee” has the meaning set forth in Section 5.10(a). “Continuing Employee Retirement Plan” has the meaning set forth in Section 5.10(f).