Calculation of Closing and Final Consideration Sample Clauses

Calculation of Closing and Final Consideration. (a) For purposes of this Agreement, the “
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Calculation of Closing and Final Consideration. (a) For purposes of this Agreement, the “Purchase Price” means an amount equal to: (i) $155,000,000.00, (ii) plus the total amount of Cash, LEGAL02/39540989v11
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Calculation of Closing and Final Consideration. (a) For purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms below.
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Calculation of Closing and Final Consideration. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Aggregate Closing Consideration and each component thereof as of the opening of business on the Closing Date (the “Estimated Aggregate Closing Consideration”) presented in a manner consistent with the sample calculation of the Aggregate Closing Consideration attached hereto as Annex 1.03(a) and prepared in a manner consistent with the definitions of the terms Cash on Hand, Indebtedness, Seller Transaction Expenses and Net Working Capital, which Estimated Closing Statement is to be prepared in consultation with Buyer (with the Company agreeing to consider Xxxxx’s comments in good faith), together with (i) a spreadsheet (the “Distribution Schedule”) setting forth a list of the payees of the Seller Transaction Expenses that will receive payment at the Closing, the amounts payable thereto, and their wire instructions for payment, including the recipients of the Change of Control Payments and the amount each is entitled to be paid, if any, and (ii) at least three (3) Business Days prior to the Closing Date, a signed payoff letter from each holder of outstanding Indebtedness, in form and substance reasonably acceptable to Buyer, which sets forth (x) the amounts required to repay in full all Indebtedness of such holder to be paid off at the Closing, including the outstanding principal, accrued and unpaid interest and prepayment and other penalties, (y) the wire transfer instructions for if the repayment of such Indebtedness to such holder and (z) a release and termination of all guarantees and Liens granted by the Company to such holder or otherwise arising with respect to such Indebtedness, automatically and without further action permanently effective upon repayment of such Indebtedness, together with all instruments and other documentation necessary to release all guarantees by the Company and any Liens on the assets of the Company, including appropriate UCC financing statement terminations in form and substance reasonably acceptable to the Buyer (collectively, the “Payoff Letters”).
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Calculation of Closing and Final Consideration. (a) For purposes of this Agreement, the “Merger Consideration” shall mean an amount equal to the Merger Consideration Cash plus the Merger Consideration Shares, subject to adjustment (without duplication) for the Net Working Capital as set forth below in this Section 2.06 (for avoidance of doubt, Merger Consideration shall include the Administrative Expense Amount). The “
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Calculation of Closing and Final Consideration. (a) For purposes of this Agreement, the “Purchase Price” means, as may be adjusted pursuant to Sections 2.02(e) and (f), an amount equal to:
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Calculation of Closing and Final Consideration. .A For purposes of this Agreement, the “Aggregate Closing Consideration” means an amount equal to: (i) $24,000,000 minus (ii) the outstanding amount of the Indebtedness as of the Closing, plus (iii) the amount, if any, by which the Net Working Capital exceeds the Net Working Capital Target, minus (iv) the amount, if any, by which the Net Working Capital is less than the Net Working Capital Target, (v) minus the amount of the unpaid Seller Transaction Expenses, and (vi) minus the Escrow Amount. Except for cash necessary to cover outstanding checks as of the Closing Date, all cash and cash equivalents held by the Company shall be distributed to the Sellers separately at or prior to the Closing and shall not be included as part of the Aggregate Closing Consideration.
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Related to Calculation of Closing and Final Consideration

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Additional Considerations For each mediation or arbitration:

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

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