Final Closing Consideration definition

Final Closing Consideration has the meaning set forth in Section 1.02(c)(v).

Final Closing Consideration means the Closing Consideration as set forth in the Final Closing Statement.

Final Closing Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the amount, if any, by which Final Working Capital is less than Target Working Capital, plus (c) the amount, if any, by which Final Working Capital is greater than Target Working Capital, minus (d) the Final Indebtedness minus (e) the Final Transaction Expenses.

Examples of Final Closing Consideration in a sentence

• Any indemnification payments under this Article VII shall be treated for Tax purposes as adjustments to the Final Closing Consideration to the extent permitted by applicable Law.

• The Purchaser shall deliver to the Company the payment of the First Closing Consideration and Final Closing Consideration by way of cheque or demand draft or telegraphic transfer in the Company’s designated bank account on the First Closing and the Final Closing respectively.

• The decision of the Firm regarding each of the unresolved Disputed Items and the resulting Final Closing Consideration shall be final, binding and non-appealable by the parties hereto.

• The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to the Group’s functional currency, Sterling, at foreign currency exchange rates ruling at the reporting date.

• If the Final Closing Consideration is greater than the Estimated Closing Consideration, then the amount of the next Cash Earnout payment or payments due shall be increased by an amount equal to such excess.

More Definitions of Final Closing Consideration

Final Closing Consideration has the meanings set forth in Section 2.5 below.

Final Closing Consideration means the Final Closing Cash Consideration plus the Closing Stock Consideration.

Final Closing Consideration is defined in Section 1.5(d).

Final Closing Consideration means (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount less (vii) the Representative Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Final Closing Consideration has the meaning given to it in the Arrangement Agreement;

Final Closing Consideration means, without duplication, (i) two billion four hundred fifty million dollars ($2,450,000,000), less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Representative Expense Amount. For the avoidance of doubt, in no event shall any amount constituting Indebtedness Prepayment Expenses be taken into account in the calculation of Final Indebtedness or Final Transaction Expenses for purposes of calculating the Final Closing Consideration or any component thereof. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Final Closing Consideration means an amount equal to the total of (a) the Base Amount, (b) plus the Final Seller Prepaids, minus (c) the Final Indebtedness, minus (d) the Final Transaction Expenses.