Common use of Post-Closing Payments Clause in Contracts

Post-Closing Payments. (i) The Total Merger Consideration, calculated based on (i) the amount of Company Closing Cash, (ii) the amount of Company Closing Debt, (iii) the amount of Company Merger Expenses and (iv) the amount of Closing Net Working Capital, each as deemed final and binding on the Parties pursuant to this Section 2.4, is referred to herein as the “Final Merger Consideration”.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MINDBODY, Inc.)

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Post-Closing Payments. (i) The Total Merger Consideration, calculated based on (iA) the amount of Company Closing Cash, (ii) the amount of Company Closing Debt, (iii) the amount of Company Merger Expenses and (ivB) the amount of Closing Net Working Capital, (C) the amount of Closing Indebtedness, and (D) the amount of Unpaid Transaction Expenses, each as deemed final and binding on the Parties parties hereto pursuant to this Section 2.41.9, is referred to herein as the “Final Merger Consideration”.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Absolute Software Corp)

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Post-Closing Payments. (i) The Total Merger Consideration, calculated based on (i) the amount of Company Closing Cash, (ii) the amount of Company Closing Debt, (iii) the amount of Company Merger Expenses Transaction Expenses, and (iv) the amount of (if any) by which Closing Net Working Capital exceeds or is less than the Estimated Closing Net Working Capital, each as deemed final and binding on the Parties parties pursuant to this Section 2.42.12, is referred to herein as the “Final Total Merger Consideration”.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northwest Pipe Co)

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