Total Closing Cash Consideration definition

Total Closing Cash Consideration means the sum of the Alabama Partner Closing Cash Amount with respect to all Alabama Partners.
Sample 1
Total Closing Cash Consideration means (A) ($30,000,000 minus 25% of the Unvested Company Options Aggregate Value), plus (B) the Company Net Working Capital Surplus set forth on the Closing Financial Certificate (if any), plus (C) the aggregate exercise price of all Vested Company Options and Company Warrants that are issued and outstanding immediately prior to the First Effective Time, minus (D) the aggregate amount of Company Debt set forth on the Closing Financial Certificate (if any), minus (E) the Company Net Working Capital Deficit set forth on the Closing Financial Certificate (if any).
Sample 1
Total Closing Cash Consideration means an amount of cash equal to (a) the Total Cash Consideration less (b) the Escrow Cash less (c) the Advance Amount.
Sample 1

Examples of Total Closing Cash Consideration in a sentence

  • To the extent any such amounts were taken into account in the calculation of Total Closing Cash Consideration, but are not ultimately [***] Confidential treatment has been requested for the bracketed portions.

  • Except as disclosed in SECTION 4.15 of the Schedule, no agent, broker, person or firm acting on behalf of the Company or under its authority has claimed or is or will be entitled to any commission or broker's or finder's fee from the Company in connection with the transactions contemplated by this Agreement.

  • In case there is more than one inverter, AC cables exiting the inverters would be connected on one of the sub-stations into one big cable going to the grid.

  • Acquiror has and will have at Closing sufficient funds available to pay the Total Closing Cash Consideration and any expenses incurred by Acquiror in connection with the Merger and the other transactions contemplated by this Agreement and the Acquiror Related Agreements.

  • In addition, current law requires political contributions to be disclosed to state or local election officials.• Independent Expenditures.


More Definitions of Total Closing Cash Consideration

Total Closing Cash Consideration means, without duplication, an amount of cash equal to (i) twenty million dollars ($20,000,000), plus (ii) the aggregate exercise price of the Company A-1 Warrants, plus (iii) Closing Cash, less (iv) Unpaid Liabilities (to the extent Closing Cash is not reduced by such amount), plus (v) the Net Working Capital Surplus (if any), minus (vi) the Net Working Capital Shortfall (if any), plus (vii) the VWAP Adjustment Amount.
Sample 1
Total Closing Cash Consideration means an amount equal to $3,200,000 less the amount of Third Party Expenses incurred by the Company (other than the audit fees of Xxxxx-Xxxxx LLP incurred in contemplation of the Merger), whether on behalf of the Company or the Members, and not paid directly by the Members or for which the Members have reimbursed the Company prior to the Closing, if any.
Sample 1

Related to Total Closing Cash Consideration

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Non-Cash Consideration means consideration in a form other than cash.

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

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

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

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

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

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

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).