Adjusted Closing Cash Consideration definition

Adjusted Closing Cash Consideration shall have the meaning set forth in Section 3.3.
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Adjusted Closing Cash Consideration. The Closing Cash Consideration shall be adjusted upward by the following amounts (without duplication):
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Adjusted Closing Cash Consideration means the Closing Cash Consideration Amount, plus the Securityholders’ Representative Reserve, plus the Purchase Price Escrow Amount, plus the Escrow Amount, plus the Milestone Consideration.
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Examples of Adjusted Closing Cash Consideration in a sentence

  • The Adjusted Closing Cash Consideration shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Purchaser at least three (3) Business Days prior to the Closing.

  • EXCO agrees that until October 1, 2010, it shall not make any dividend or distribution of any of such Adjusted Closing Cash Consideration to its shareholders other than in connection with dividends or distributions made by EXCO in the ordinary course of business consistent with its past practices (excluding past practices to make dividends and distributions subsequent to and in respect of asset dispositions by EXCO and its Affiliates).

  • The Adjusted Closing Cash Consideration shall account for any Rejected Interests that are the subject of a Rejection Notice delivered to EXCO not less than seven (7) Business Days prior to the Closing as provided in Section 3.3(b)(viii).

  • In borderline cases, these discussions can be held informally without naming the individual.

  • If the Second Step Merger is consummated, but the 40% Threshold is not satisfied after taking into account the portion of the Final Adjusted Closing Cash Consideration that is actually paid for shares of Company Capital Stock in accordance with Section 2.10(c), the parties agree that Parent will be under no obligation to report the Merger as a “reorganization” within the meaning of Section 368(a) of the Code.

  • After such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within sixty (60) days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Sellers, and the Reviewing Accountant shall provide Acquirer and the Securityholder Agent with a calculation of the Adjusted Closing Cash Consideration in accordance with such determination.

  • It has seen an increase of 62% in [joint] publications [with] in which at least one China [since it joined]-based researcher is mentioned as a co-author.

  • The Additional Closing Cash Consideration, if any, shall be paid to the Payment Agent and the Surviving Corporation, as applicable, by wire transfer of immediately available funds within ten (10) Business Days after the determination of the Final Adjusted Closing Cash Consideration (the date of such payment, the “Additional Closing Cash Consideration Payment Date”).

  • The Closing Cash Consideration Excess amount, if any, shall be paid to Parent by the Escrow Agent in accordance with the foregoing by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Adjusted Closing Cash Consideration.

  • The Company shall pay, or reflect in the Preliminary Closing Working Capital or the Preliminary Adjusted Closing Cash Consideration, all of its Third Party Expenses and any Change of Control Fees prior to the Closing Date, and except if otherwise determined by Parent in its sole discretion, no Third Party Expenses or Change of Control Fees shall be incurred by the Final Surviving Entity on behalf of the Company after the Closing Date.


More Definitions of Adjusted Closing Cash Consideration

Adjusted Closing Cash Consideration means the amount equal to the sum of the Closing Cash Consideration plus the Note Amount.
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Adjusted Closing Cash Consideration has the meaning set forth in Section 1.13(d).
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Adjusted Closing Cash Consideration shall have the meaning set forth in Section 3.3. “AECOM” shall mean AECOM Technology Corporation and its Affiliates.
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Adjusted Closing Cash Consideration means $12,500,000, plus (i) the amount of Closing Cash, less (ii) the amount of Closing Debt, less (iii) the amount of the Transaction Expenses, less (iv) the amount, if any, by which the Company Net Working Capital is less than the Closing Net Working Capital Target, plus (v) the amount, if any, by which the Company Net Working Capital is greater than the Closing Net Working Capital Target, less
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Adjusted Closing Cash Consideration means $12,500,000, plus (i) the amount of Closing Cash, less (ii) the amount of Closing Debt, less (iii) the amount of the Transaction Expenses, less (iv) the amount, if any, by which the Company Net Working Capital is less than the Closing Net Working Capital Target, plus (v) the amount, if any, by which the Company Net Working Capital is greater than the Closing Net Working Capital Target, less (vi) the Securityholder Agent Reserve, less (vii) the Special Holdback Amount, less (viii) the Adjustment Holdback Amount, plus (ix) 40% of the Company Loan Amount, in each case, determined without duplication.
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Adjusted Closing Cash Consideration means the Closing Cash Consideration minus $2,000,000.
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Related to Adjusted Closing Cash Consideration

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).