Total Closing Consideration means, without duplication, an amount equal to (i) $170,000,000, less (ii) Closing Indebtedness, plus (iii) Closing Cash, less (iv) Third Party Expenses (not including any Third Party Expenses to the extent paid by the Company prior to the Closing), less (v) the Tax Amount, plus (vi) the Net Working Capital Surplus (if any), less (vii) the Net Working Capital Shortfall (if any), less (viii) the Promised Option Value.
Total Closing Consideration means the total number of shares of NewCo Common Stock (on an as-converted to NewCo Common Stock basis to the extent there is more than one class of capital stock of NewCo) and/or other consideration issuable or payable (x) in respect of the assets and/or equity interests (including, for avoidance of doubt, Simple Agreements for Future Equity, equity awards and warrants) of the Surf Entities and the Company pursuant to the Business Combination Agreement or otherwise in connection with the Business Combination or in the Merger (y) and, to the extent applicable, in the Ampaire Equivalent Transaction (including, for this purpose (i) the maximum number of shares of capital stock of NewCo and/or other consideration issuable or payable (x) in respect of the assets and/or equity interests (including, for avoidance of doubt, Simple Agreements for Future Equity, equity awards and warrants) of the Surf Entities and the Company pursuant to the Business Combination Agreement or otherwise in connection with the Business Combination, the Merger and (y) to the extent applicable, the Ampaire Equivalent Transaction, in each case pursuant to any escrow, earn-out, holdback or other contingent event, but excluding (I) any shares of NewCo capital stock reserved for issuance pursuant to any equity incentive plans of NewCo but not subject to awards thereunder granted prior to the consummation of the Business Combination Agreement, the Business Combination or the Merger, (II) any shares of NewCo Common Stock issuable upon (x) the occurrence of any of the First Earnout Achievement Date, the Second Earnout Achievement Date, the Third Earnout Achievement Date, the Fourth Earnout Achievement Date (including by virtue of any deemed occurrence of the First Earnout Achievement Date, the Second Earnout Achievement Date, the Third Earnout Achievement Date and the Fourth Earnout Achievement Date pursuant to Section 2.10(f) of the Business Combination Agreement) pursuant to Section 2.10(a), Section 2.10(b), Section 2.10(c) Section 2.10(d), respectively, of the Business Combination Agreement and (y) the satisfaction of the Commercial and Strategic Arrangement condition, pursuant to Section 2.10(e) of the Business Combination Agreement, (III) shares of NewCo Common Stock issuable pursuant to the SkyWest Agreement, and (IV) shares of NewCo Common Stock issuable upon the exercise or conversion of the Excluded Interests.”
Total Closing Consideration means an amount in cash equal to Five Hundred Million Dollars ($500,000,000), plus the Total Closing Consideration Adjustment Amount (which may be a negative number).
Examples of Total Closing Consideration in a sentence
Buyer shall provide the Representative and its representatives reasonable access at reasonable times and upon reasonable notice to the records, properties and personnel relating to the preparation of the Buyer Total Closing Consideration Calculation.
More Definitions of Total Closing Consideration
Total Closing Consideration shall have the meaning set forth in Section 1.4.
Total Closing Consideration means an amount equal to Eleven Million, Nine Hundred Thousand Dollars ($11,900,000), less the amount of the Net Equity Adjustment (expressed in U.S. Dollars) if the Adjusted Net Equity Amount is less than Two Hundred Thousand New Zealand Dollars ($200,000), plus the amount of the Net Equity Adjustment (expressed in U.S. Dollars) if the Adjusted Net Equity Amount is greater than Two Hundred Thousand New Zealand Dollars ($200,000), less any Special Third-Party Expenses and unpaid Third-Party Expenses.
Total Closing Consideration means an amount equal to (i) $7,250,000.00, less (ii) Closing Indebtedness, less (iii) Third-Party Expenses (not including any Third-Party Expenses to the extent paid by the Company at or prior to the Closing), less (iv) the Transaction Payroll Taxes, less (v) the Estimated Working Capital Adjustment Amount (if a negative number), plus (vi) the Estimated Working Capital Adjustment Amount (if a positive number), plus (vii) the Estimated Inventory Amount less $1,100,000, less (viii) the Indemnity Escrow Amount, plus (ix) the Deposit.
Total Closing Consideration means the Enterprise Value, plus the Aggregate Exercise Price plus each of (i) Closing Cash, and (ii) the amount, if any, by which Net Working Capital exceeds Target Working Capital, minus each of (i) Closing Indebtedness, (ii) Transaction Expenses, and (iii) the amount, if any, by which Target Working Capital exceeds Net Working Capital, in each case as adjusted pursuant to Section 3.4 and 3.5.
Total Closing Consideration means the Total Merger Consideration minus the Escrow Amount.
Total Closing Consideration means the Cash Consideration and the Stock Consideration.
Total Closing Consideration has the meaning set forth in Section 2.2.