Final Aggregate Closing Consideration definition

Final Aggregate Closing Consideration has the meaning set forth in Section 1.02(g).
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Examples of Final Aggregate Closing Consideration in a sentence

  • Within three (3) Business Days after the date on which the Final Aggregate Closing Consideration is determined pursuant to Section 1.02 of the Stock Purchase Agreement (the "Cash Escrow Release Date"), Buyer and Sellers' Representative will deliver joint written instructions to the Escrow Agent to disburse the Cash Escrow Account in accordance with Section 1.02 of the Stock Purchase Agreement.

  • Seller will pay, on behalf of itself and the Company and its Subsidiaries, all Transaction Expenses, or such Transaction Expenses, if paid by the Company or any of its Subsidiaries, will be recorded as a current liability in the calculation of Final Aggregate Closing Consideration.

  • Each Seller hereby agrees that the Final Aggregate Closing Consideration shall be allocated among the holders of the Series A Preferred Stock and the Company Common Stock solely on the basis of the relative liquidation preferences to which the holders of the Series A Preferred Stock and the holders of Company Common Stock are entitled to receive in a Deemed Liquidation Event (as defined in the Restated Certificate).

  • The Sellers (acting by consent of seventy-five percent (75%) of the Sellers based on the portion of the Final Aggregate Closing Consideration payable to each Seller divided by the total Final Aggregate Closing Consideration) may designate a successor to the Sellers’ Representatives by delivering written notice to Buyer and the Company identifying such successor.

  • Subject to the terms and conditions in this Agreement, at the Closing, Buyer hereby purchases and acquires from Seller, and Seller hereby sells, assigns, transfers, and conveys to Buyer, all of the Company Stock free and clear of all Liens, in exchange for the Final Aggregate Closing Consideration.

  • The guarantee by Amedisys set forth in clause (i) above shall terminate immediately following the determination of the Final Aggregate Closing Consideration.

  • Sellers will pay, on behalf of themselves and the Companies, all Transaction Expenses, or such Transaction Expenses, if paid by the Companies, will be recorded as a current liability in the calculation of Final Aggregate Closing Consideration.

  • Sellers will pay, on behalf of themselves, the Owners, and the Entities, all Transaction Expenses, or such Transaction Expense, if paid by any Entity will be recorded as a current liability in the calculation of Final Aggregate Closing Consideration.

  • Subject to the terms and conditions in this Agreement, at the Closing, Buyer shall purchase and acquire from Sellers, and Sellers shall sell, assign, transfer and convey to Buyer, all of the Company Equity free and clear of all Liens, in exchange for the Final Aggregate Closing Consideration.

  • Sellers will pay, on behalf of themselves and the Company, all Transaction Expenses, or such Transaction Expenses, if paid by the Company, will be recorded as a current liability in the calculation of Final Aggregate Closing Consideration.

Related to Final Aggregate Closing Consideration

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • 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.

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

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

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

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

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

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.