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.