Closing Date Consideration definition

Closing Date Consideration is defined in Section 2.1(a).

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Closing Date Consideration shall have the meaning specified in Section 2.1(b).

Closing Date Consideration has the meaning set forth in Section 3.1.

Examples of Closing Date Consideration in a sentence

The aggregate merger consideration (the “Merger Consideration”) shall consist of (i) the Closing Date Consideration (the “Closing Date Consideration”) as hereafter defined, and (ii) the Earnout Payment as determined under Section 3.4 below.
The Seller’s maximum aggregate liability pursuant to Section 5.1(a) and Section 5.1(b) shall not exceed the total aggregate amount of the Closing Date Consideration (at the Per Share value) and, to the extent actually paid by the Buyer, any Subsequent Tranche Closing Date Consideration (at the Per Share value) and any Contingent Payments.
At each Subsequent Tranche Closing, the Buyer shall deliver to the Seller a certificate representing a number of shares of Buyer Common Stock equal to the applicable Subsequent Tranche Closing Date Consideration.
Notwithstanding the foregoing, Seller shall cause each Vested Business Employee Option that is outstanding immediately prior to the Closing and has an exercise price per Seller Share that is equal to or greater than the Vested Per Share Portion of the Distributable Closing Date Consideration will be cancelled and terminated immediately prior to the Closing without consideration therefor.
Acquiror has and will have sufficient cash on hand or other sources of immediately available funds to pay the Closing Date Consideration as and when due under this Agreement and to consummate the Transactions.

More Definitions of Closing Date Consideration

Closing Date Consideration means 32,308,347 newly issued shares of Buyer Common Stock.

Closing Date Consideration means (i) the Estimated Purchase Price, minus (ii) the Escrow Amount, minus (iii) to the extent applicable, the Hold Back Escrow Amount.

Closing Date Consideration means an amount equal to (a) the Closing Cash Consideration, minus (b) the Closing Indebtedness, and minus (c) the Transaction Expenses.

Closing Date Consideration means (a) $175,000,000, plus (b) the Estimated Cash, plus (c) the Estimated Working Capital Overage, if any, minus (d) the Estimated Indebtedness, minus (e) the Estimated Working Capital Underage, if any, minus (f) the Estimated Transaction Expenses, minus (g) the Adjustment Escrow Amount, minus (h) the Seller Indemnification Amount.

Closing Date Consideration has the meaning set out in Section 2.5(d);

Closing Date Consideration means a non-refundable payment of Three Million Five Hundred Thousand U.S. Dollars ($3,500,000). “Code” means the Internal Revenue Code of 1986, as amended.

Closing Date Consideration means a non-refundable payment of Three Million Five Hundred Thousand U.S. Dollars ($3,500,000).