Post-Closing Payments definition
Post-Closing Payments shall have the meaning set forth in Section 12.22.
Post-Closing Payments has the meaning set forth in Section 2.7.
Post-Closing Payments means such payments made after Closing including the amount by which the Adjusted Merger Consideration exceeds the Estimated Closing Consideration, the Earn Out Consideration and any amounts released to the Paying Agent from the Escrow Account and the Expense Fund.
Examples of Post-Closing Payments in a sentence
Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that the Sole Stockholder’s receipt of any of the foregoing Post-Closing Payments shall be, in all instances, subject to and conditioned upon the Adjusted EBITDA for the subject Post-Closing Year being greater than the highest Adjusted EBITDA for any preceding Post-Closing Year (the “High-Water Mark”).
More Definitions of Post-Closing Payments
Post-Closing Payments means any amounts distributed to the equity holders of the Company or received by the Company, as applicable, after a Closing pursuant to any escrow, earn-out, contingent value right or other similar arrangement.
Post-Closing Payments means the amounts, if any, paid per share of Common Stock, Option or RSU pursuant to Section 2.11(i), Section 9.6(b), Section 9.6(c) and Section 10.18(c).
Post-Closing Payments shall have the meaning specified in SECTION 3.7.
Post-Closing Payments means the amount, if any, payable to the Company Holders in connection with (i) the Upward Adjustment Amount, (ii) the release of the Escrow Account pursuant to Article VIII hereof and (iii) the release of the Stockholder Representative Fund pursuant to Section 8.4(c) hereof.
Post-Closing Payments means, collectively, the Cure Costs, the Post-Closing Payments, and the Additional Post-Closing Payments (as each such term is defined in the ZB Purchase Agreement) and any other post-closing monetary obligations of the Borrowers to the Debtors' Estates or any other Person under the ZB Purchase Agreement.
Post-Closing Payments means, collectively, (a) the amount, if any, of the Adjustment Escrow Funds to be released for the benefit of the Securityholders pursuant to Section 2.10(e), (b) the excess (if any) of the finally determined Merger Consideration over the Estimated Merger Consideration and (c) the amount, if any, of the Seller Representative Expense Fund to be released for the benefit of the Securityholders pursuant to Section 11.18(b).
Post-Closing Payments means, collectively, the Applicable Additional Purchase Price Payments and Applicable Excess Revenue Payments.