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

• Parent will cause Buyer to comply with all of its post-Closing payment obligations set forth in Section 3.3(a) and Section 3.3(b) (the “Post-Closing Payments”), and, as a material inducement to Seller entering into this Agreement, Parent hereby guarantees the full performance and payment of the Post-Closing Payments by Buyer.

• This is a guarantee of payment and of collection, and Buyer and Parent agree that Seller may pursue any and all available remedies it may have arising out of any breach of the obligation to make the Post-Closing Payments against either or both of Parent or Buyer.

• If any Dissenting Shareholder shall have effectively withdrawn or lost the right to dissent with respect to any Ordinary Shares, such Ordinary Shares shall thereupon be treated as though such Ordinary Shares had been converted, as of the Effective Time, into the right to receive the applicable portion of the Aggregate Consideration and any Post-Closing Payments.

• It is acknowledged that, in accordance with the terms of the Equity Plans, each holder of the Vested Company Options has a contractual right to receive a pro rata portion of the Aggregate Consideration and Post-Closing Payments as if the Vested Company Options had been exercised and Ordinary Shares had been issued, but in all cases less the aggregate exercise price that would have been payable in respect of such issuance.

• It is understood that any Post-Closing Payments related to a Closing are highly speculative and are considered to be subject to a “substantial risk of forfeiture” until paid.

More Definitions of Post-Closing Payments

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 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 shall have the meaning specified in SECTION 3.7.

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 the amounts, if any, payable to the Company Holders (i) in connection with an Upward Adjustment Amount and (ii) in connection with the release of any remaining Holdback Amount pursuant to Article VIII hereof.

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 Milestone Payments, the Earnout Payments and the Kaken Payments.