Statement of Closing Consideration Sample Clauses

Statement of Closing Consideration. No later than three (3) Business Days prior to the Closing Date, the Company shall provide to Buyer a statement (the “Statement of Closing Consideration”) setting forth the following information as of immediately prior to the Effective Time: (i) the names, addresses and, if reasonably requested, taxpayer identification numbers of each Holder, (ii) the type and number of shares of Company Stock held by each such Holder, (iii) the number of Company Options held by each such Holder, (iv) the number and type of Company Warrants held by each such Holder, (iv) each such Holder’s allocation of Transaction Consideration and Escrow Cash, which shall be in accordance with Article 2 hereof and the terms and conditions of the Company Certificate of Incorporation, and (v) (A) in the case of Company Options to be assumed by Buyer at the Closing pursuant to this Agreement, the number of shares of Company Stock issuable upon the exercise in full of each such assumed Company Option immediately prior to the Effective Time and the respective pre-Closing exercise prices thereof, or (B) in the case of Vested Company Options to be cancelled pursuant to this Agreement, the amount of cash to be paid in respect of each such Vested Company Option.
Sample 1
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Statement of Closing Consideration. (i) As promptly as practicable, and in any event no later than April 30, 1997, the Majority Stockholders shall cause to be prepared and delivered to Parent the audited consolidated balance sheet, consolidated statement of income and consolidated statement of cash flows of the Company and the Company Subsidiaries as of and for the year ended February 28, 1997, with the independent accountant's report thereon (the "Audited 1997 Financial Statements"), together with a calculation, reviewed by such accountants, of the Final Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Preferred Stock Amount, the Closing Per Share Common Stock Amount, and the Closing Per Stockholder Aggregate Consideration payable to each Stockholder at Closing and the application thereof (the "Statement of Closing Consideration").
Sample 1

Related to Statement of Closing Consideration

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

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • At Closing Buyer shall deliver to Seller the following:

  • 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.

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • 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.

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