Final Cash Consideration definition

Final Cash Consideration has the meaning set forth in Section 1.5(e).

Final Cash Consideration means (i) the Base Consideration, minus (ii) the amount of Indebtedness as finally determined pursuant to Section 1.04, plus (iii) the Final NWC Adjustment Amount (only if Net Working Capital as finally determined pursuant to Section 1.04 exceeds the Target Net Working Capital Amount), minus (iv) the Final NWC Adjustment Amount (only if the Target Net Working Capital Amount exceeds Net Working Capital as finally determined pursuant to Section 1.04), plus (v) the amount of Cash as finally determined pursuant to Section 1.04, minus (vi) the amount of Transaction Expenses as finally determined pursuant to Section 1.04.

Final Cash Consideration has the meaning set out in Clause 3.2.1

Examples of Final Cash Consideration in a sentence

• If the Final Cash Consideration is greater than the Closing Cash Consideration, the Purchaser shall promptly (but in any event within two (2) Business Days) pay to the Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller to the Purchaser.

• Any payment required to be made pursuant to this Article XI shall be treated for Tax purposes as an adjustment to the Final Cash Consideration, unless otherwise required by Law.

• If the Final Cash Consideration is less than the Closing Cash Consideration, the Seller shall promptly (but in any event within two (2) Business Days) pay to the Purchaser the absolute value of such difference by wire transfer of immediately available funds to an account or accounts designated in writing by the Purchaser to the Seller.

• The determination of Cash, Indebtedness, Transaction Expenses and Net Working Capital as of the Closing Date, and the resulting Final Cash Consideration calculated with reference thereto, shall become final and binding on the parties on the date the Valuation Firm delivers its final resolution in writing to the parties.

• To the extent such amounts are in dispute, the Dispute Advisory Firm shall make a final determination of Cash, Indebtedness, Transaction Expenses and Net Working Capital, and the resulting Final Cash Consideration calculated with reference to such amounts, in each case in accordance with the definitions, guidelines and procedures set forth in this Agreement.

More Definitions of Final Cash Consideration

Final Cash Consideration means the Cash Consideration, (a) minus the Final Closing Debt and (b) (i) plus the amount, if any, by which the Final Closing Working Capital exceeds the Target Working Capital, or (ii) minus the amount, if any, by which the Target Working Capital exceeds the Final Closing Working Capital. For avoidance of doubt, the Final Cash Consideration may be a negative number.

Final Cash Consideration means an amount in cash equal to (a) the Cash Consideration, plus or minus, as applicable, (b) the Final Closing Net Working Capital.

Final Cash Consideration means an amount equal to: (i) the Cash Purchase Price, less (ii) the Closing Date Indebtedness amount as set forth in the Final Purchase Price Adjustment Statement, less (iii) the Purchase Price Escrow Amount, less (iv) the Cash Escrow Amount, less (v) the Company Indebtedness Paid at Closing, less (vi) the Expense Fund, plus (vii) the Closing Cash Amount as set forth in the Final Purchase Price Adjustment Statement.

Final Cash Consideration has the meaning set forth in Section 2.1(a).

Final Cash Consideration is defined in Section 13.1(a).

Final Cash Consideration means (i) the Base Consideration, minus (ii) the amount of Indebtedness as finally determined pursuant to Section 1.08, plus (iii) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.08 exceeds the Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Net Working Capital as finally determined pursuant to Section 1.08 is less than the Target Net Working Capital Amount, plus (v) the amount of Cash as finally determined pursuant to Section 1.08, minus (vi) the amount of the Transaction Expenses as finally determined pursuant to Section 1.08, plus (vii) the aggregate dollar amount of the exercise prices for all vested In-the-Money Options.

Final Cash Consideration shall have the meaning set forth in Section 2.2(d).