Final Closing Consideration definition

Final Closing Consideration has the meaning set forth in Section 1.02(c)(v).

Final Closing Consideration means the Closing Consideration as set forth in the Final Closing Statement.

Final Closing Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the amount, if any, by which Final Working Capital is less than Target Working Capital, plus (c) the amount, if any, by which Final Working Capital is greater than Target Working Capital, minus (d) the Final Indebtedness minus (e) the Final Transaction Expenses.

Examples of Final Closing Consideration in a sentence

• Any indemnification payments under this Article VII shall be treated for Tax purposes as adjustments to the Final Closing Consideration to the extent permitted by applicable Law.

• A sample Closing Payment Allocation Schedule is set forth on Schedule I and illustrates the agreed methodology for the allocation of the Initial Closing Consideration and, other than any payments to be made pursuant to the Adjustment Payment Allocation Schedule, the Final Closing Consideration among Sellers.

• The Closing Statement, the Preliminary Statement, the Final Closing Consideration and all estimates, calculations and re-calculations of the Final Closing Consideration, and all estimates, calculations and re-calculations of the Closing Tangible Book Value, Deferred Payment Amount, Excess Tangible Book Value, Loss Reserves and Pre-Closing Dividend Amount shall be prepared in accordance with the Transaction Accounting Principles set forth on Schedule II (the “Transaction Accounting Principles”).

• The decision of the Firm regarding each of the unresolved Disputed Items and the resulting Final Closing Consideration shall be final, binding and non-appealable by the parties hereto.

• For the avoidance of doubt, each Out-of-the-Money Option shall be cancelled effective as of the Effective Time without any payment to the holder thereof, and no Out-of-the-Money Option shall be included in any calculation of the Closing Consideration or the Final Closing Consideration.

More Definitions of Final Closing Consideration

Final Closing Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the Final Indebtedness minus (c) the Final Transaction Expenses.

Final Closing Consideration has the meaning given to it in the Arrangement Agreement;

Final Closing Consideration means the Final Closing Cash Consideration plus the Closing Stock Consideration.

Final Closing Consideration means, without duplication, (i) two billion four hundred fifty million dollars ($2,450,000,000), less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Representative Expense Amount. For the avoidance of doubt, in no event shall any amount constituting Indebtedness Prepayment Expenses be taken into account in the calculation of Final Indebtedness or Final Transaction Expenses for purposes of calculating the Final Closing Consideration or any component thereof. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Final Closing Consideration shall have the meaning set forth in Section 4H(c).

Final Closing Consideration means the Xxxxxx Stock plus an amount equal to the total of (a) the Base Amount, minus (b) to the extent the Final Working Capital is less than the Estimated Working Capital, the corresponding proportional dollar-for-dollar Purchase Price reduction, plus (c) to the extent the Final Working Capital is greater than the Estimated Working Capital, the corresponding proportional dollar-for-dollar Purchase Price increase, minus (d) the Final Indebtedness, minus (e) the Final Transaction Expenses.

Final Closing Consideration means the Closing Consideration set forth on the Final Closing Statement, (ix) “Final CC Closing Adjustment” means the CC Closing Adjustment set forth on the Final Closing Statement and (x) “Final CRP Closing Adjustment” means the CRP Closing Adjustment set forth on the Final Closing Statement(xi) “Final CC Closing Unit Consideration” means the CC Closing Unit Consideration set forth on the Final Closing Statement, (xii) “Final CC Closing Share Consideration” means the CC Closing Share Consideration set forth on the Final Closing Statement, (xiii) “Final CC Closing Cash Consideration” means the CC Closing Cash Consideration set forth on the Final Closing Statement, (xiv) “Final CCH Closing Unit Consideration” means the CCH Closing Unit Consideration set forth on the Final Closing Statement, (xv) “Final FHB LLC Closing Unit Consideration” means the FHB LLC Closing Unit Consideration set forth on the Final Closing Statement, (xvi) “Final FHB LLC Closing Cash Consideration” means the FHB LLC Closing Cash Consideration set forth on the Final Closing Statement, (xvii) “Final Xxxxxxxx Closing Unit Consideration” means the Xxxxxxxx Closing Unit Consideration set forth on the Final Closing Statement, (xviii) “Final Xxxxxxxx Closing Cash Consideration” means the Xxxxxxxx Closing Cash set forth on the Final Closing Statement Consideration, (xix) “Final Closing CFI Common Stock Count” means the Closing CFI Common Stock Count set forth on the Final Closing Statement, (xx) “Final Closing Series A Preferred Stock Count” means the Closing CFI Series A Preferred Stock Count set forth on the Final Closing Statement, (xix) “Final Closing Series B Preferred Stock Count” means the Closing CFI Series B Preferred Stock Count set forth on the Final Closing Statement.