Closing Consideration definition

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

Closing Consideration has the meaning set forth in Section 4.1.

Closing Consideration has the meaning set forth in Section 2.2.2 below.

Examples of Closing Consideration in a sentence

• Such packing and packaging will be included in the value of the Purchase Order.

• A large P1-N1-P2 wave was expected to be seen corresponding to the deviant in all four conditions.

• Contributor is the record and beneficial owner of its LLC Interests and the sale and delivery of the LLC Interests to Mammoth Partners LLC and upon payment by Mammoth to such Contributor of its portion of the Closing Consideration, such Contributor will convey to Mammoth Partners LLC good and marketable title to its LLC Interests, free and clear of all Liens other than those arising under federal and state securities Laws.

• At the Effective Time, each outstanding share of NeuroRx Common Stock (including shares of NeuroRx Common Stock resulting from the conversion of NeuroRx Preferred Stock immediately prior to the Effective Time) will be converted into the right to receive a pro rata portion of the Closing Consideration and the contingent right to receive a pro rata portion of the Earnout Shares and Earnout Cash (collectively, the “Merger Consideration”).

• Until assigned, transferred and delivered as contemplated by S ection 2.1(a), the Company Ordinary Shares and Company Class A Shares shall be deemed, from and after the Effective Time, to represent only the right to receive a Pro Rata Portion of Closing Consideration or a Pro Rata Portion of Contingent Consideration, respectively, and any dividends or other distributions as contemplated by S ection 2 .1(b).

More Definitions of Closing Consideration

Closing Consideration has the meaning set forth in Section 3.1.

Closing Consideration has the meaning set forth in Section 2.1(a) of this Agreement.

Closing Consideration has the meaning set forth in Section 1.01.

Closing Consideration has the meaning set forth in Section 1.3.

Closing Consideration means the Cash Consideration (i) minus the Estimated Closing Indebtedness, (ii) minus Company Transaction Expenses, in each case (with respect to items (i) and (ii), to the extent not paid by Sellers at or prior to Closing), (iii) minus the Escrow Amount, (iv) plus the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital or minus the amount by which Estimated Net Working Capital is less than the Target Net Working Capital and (v) plus Consideration Shares .

Closing Consideration has the meaning ascribed to such term in Section 2.2(a).

Closing Consideration is defined in Section 2.2(b).