Closing Date Payment Amount definition

Closing Date Payment Amount has the meaning specified in Section 2.3(a).

Closing Date Payment Amount has the meaning given to it in Section 2.4(1)(a).

Closing Date Payment Amount shall have the meaning set forth in Section 2.5.

Examples of Closing Date Payment Amount in a sentence

• For the avoidance of any doubt, the Member Representative shall not be permitted to deliver the portion of the Closing Date Payment Amount to which an Apollonia Holder is entitled until such Apollonia Holder delivers to the Member Representative an executed Letter Agreement, together with such Apollonia Holder’s Certificates (if any) and the Member Representative delivers such Letter Agreement and Certificates (if any) to Parent.

• Buyer has, and at all times prior to the Closing Date will have, sufficient immediately available U.S. funds to enable Buyer to pay the Closing Date Payment Amount at Closing in accordance with Section 3.2, to permit Buyer to perform in a timely manner all of its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement, in accordance with the terms and subject to the conditions herein.

• If the Final Purchase Price is greater than the Closing Date Payment Amount, Buyer shall pay to Seller, by wire transfer in immediately available funds, the amount by which the Final Purchase Price exceeds the Closing Date Payment Amount, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of payment.

• The Closing Date Payment Amount shall be equal to (1) the Estimated Merger Consideration, minus (2) the aggregate amount of the Option Payments, if any, minus (3) the Adjustment Escrow Amount, minus (4) the Indemnity Escrow Amount, minus (5) the Stockholder Representative Expense Amount, minus (6) the amount that would have been paid in respect of a Dissenting Share in accordance with this Section 3.2 if such share did not constitute a Dissenting Share.

• If Purchaser receives any Distribution Amount for the period from the Pre-Closing Date to the Closing Date, Purchaser shall utilize such amount solely for the purpose of payment of the Closing Date Payment Amount.

More Definitions of Closing Date Payment Amount

Closing Date Payment Amount means $52,500,000 (Fifty-Two Million Five Hundred Thousand U.S. Dollars) less any Transaction Expenses that Parent pays on behalf of the Company pursuant to Section 7.7.

Closing Date Payment Amount has the meaning given such term in Section 2.3.2(b) of this Agreement.

Closing Date Payment Amount means $135,000,000, subject to adjustment as provided below. If the Closing Run Rate Revenues at the Closing Date are less than 90% of the Reference Run Rate Revenues, the Closing Date Payment Amount shall be reduced by 2.0% for each percentage point by which the Closing Run Rate Revenues are less than 90% but greater than or equal to 80% of the Reference Run Rate Revenues. If the Closing Run Rate Revenues at the Closing Date are less than 80% of the Reference Run Rate Revenues, the Closing Date Payment Amount shall be further reduced by 4.0% for each percentage point by which the Closing Run Rate Revenues are less than 80% but greater than or equal to 70% of the Reference Run Rate Revenues. In the event the shortfall includes a fraction of a percent, the reduction in the Closing Date Payment Amount shall be computed by interpolation. In no event shall the Closing Date Payment Amount be less than $54,000,000.

Closing Date Payment Amount means US$773.57 million (a portion of which may be paid in the form of Distribution Amount for the period from the Pre-Closing Date to the Closing Date pursuant to Section 6.03(b)).

Closing Date Payment Amount means the sum of the aggregate Lender Consideration and the aggregate Transaction Costs;

Closing Date Payment Amount shall be an amount equal to: (A) the Base Purchase Price, plus (B) the Estimated Cash, minus (C) the Estimated Seller Expenses, minus (D) the Estimated Funded Indebtedness, plus (E) the amount (if any) by which the Estimated Tax Benefits exceeds the Estimated Accrued Income Taxes through November 30, 2016, minus (F) the amount (if any) by which the Estimated Accrued Income Taxes through November 30, 2016, exceeds the Estimated Tax Benefits.

Closing Date Payment Amount means the net amount equal to (i) $57,312,230.84, (ii) MINUS the aggregate amount of Indebtedness of the Company to the extent not satisfied and paid off prior to the Closing, (iii) MINUS the Capital Lease Obligations Amount, (iv) MINUS the Estimated Tax Amount, (v) MINUS the Escrow Holdback Amount, (vi) MINUS the Estimated CapEx Overpayment Amount, if any, (vii) MINUS the Estimated Working Capital Overpayment Amount, if any, (viii) MINUS the Escrow Expense Amount and (ix) MINUS the Transaction Expense Amounts;