Closing Payment Cash Consideration definition

Closing Payment Cash Consideration shall be amended to replace “Closing” in clause (iii) thereof with “Net”.
Sample 1
Closing Payment Cash Consideration means (i) the product of the Estimated Gross Merger Consideration multiplied by Applicable Cash Percentage less (ii) the Aggregate Escrow Amount less (iii) the amount of Estimated Closing Indebtedness less (iv) the amount of Estimated Company Expenses;
Sample 1

Examples of Closing Payment Cash Consideration in a sentence

  • Any payments from Parent or the Surviving Corporation under Section 3.4(c) shall be considered an upward adjustment to the Closing Payment Cash Consideration and the Net Merger Consideration payable to the Equityholders hereunder.

  • Accordingly, the Closing Payment Cash Consideration shall be payable in cash at the Closing and the Closing Payment Stock Consideration shall be payable in shares of Parent Common Stock at the Closing.

  • The amount that is the sum of the Closing Expenses plus the Closing Net Indebtedness shall be less than the amount that is the sum of the Closing Payment Cash Consideration plus the Closing Payment Stock Consideration.

  • Each Equityholder shall deliver the Transmittal Documents to Parent and, subject to the provisions of this Section 3.3, Parent shall promptly (and in any event within the time period required under Section 3.3(g)) deliver or cause to be delivered to the Equityholders’ Representatives the Closing Payment Cash Consideration and the Closing Payment Stock Consideration, in the manner set forth in Section 3.3(g).

  • Pursuant to Section 3.3(f) of the Agreement, the Equityholders hereby designate an amount equal to $500,000, which shall (as set forth in the definition of Applicable Cash Amount), increase, dollar for dollar, the Closing Payment Cash Consideration and decrease the Closing Payment Stock Consideration payable or issuable to the Equityholders pursuant and subject to the terms of the Agreement.

  • The Equityholders’ Representative shall have the right, but not the obligation, to designate on behalf of the Equityholders by written notice to Parent at least five (5) Business Days prior to the Closing Date an amount not to exceed $1,000,000 (and in increments of $100,000) (the “Designated Cash Increase”), which shall (as set forth in the definition of Applicable Cash Amount) increase, dollar-for-dollar, the Closing Payment Cash Consideration and decrease the Closing Payment Stock Consideration.

  • For solely illustrative purposes, Schedule 3.11 sets forth an example of the manner in which the Net Merger Consideration, Closing Payment Cash Consideration, Closing Payment Stock Consideration and related components thereof, as well as post-Closing adjustments thereto, are to be calculated under this Article 3.

  • It is clarified that the transfer to a Company Shareholder or Company Optionholder of its entire portion of the Closing Payment Cash Consideration and its entire portion of its Aggregate Share Consideration shall be made at the same time, and a Company Shareholder or Company Optionholder shall not be entitled to receive its portion of the Closing Payment Cash Consideration prior to receipt of its portion of the Aggregate Share Consideration.

Related to Closing Payment Cash Consideration

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Earnout Payment has the meaning set forth in Section 2.3(b).