Examples of Aggregate Closing Cash in a sentence
Buyer has, and as of the Closing, will have readily available funds that are sufficient to effect the Closing and pay the Aggregate Closing Cash Consideration Amount and the other amounts set forth in Section 2.3 on the terms contemplated herein.
Notwithstanding anything in this Agreement to the contrary, in no event shall (i) the aggregate cash consideration payable at Closing exceed the Aggregate Closing Cash Consideration, (ii) the aggregate stock consideration issuable at Closing exceed the Aggregate Closing Stock Consideration or (iii) the value of the cash and/or stock (based on Face Value) deposited in the Escrow at Closing be less than or greater than $10,000,000.
The Estimated Aggregate Closing Cash Consideration Amount shall be subject to adjustment as set forth in this Section 2.4.
The Aggregate Closing Cash Consideration and Debenture shall be distributed to the Stockholders in accordance with Schedule 3.2 attached hereto.
Any payment of the Estimated Aggregate Closing Cash Consideration will be made by wire transfer of immediately available funds on the Closing Date in the amounts and to the accounts specified by Seller to Buyer at least two (2) Business Days prior to the Closing.
Not later than forty-five (45) days following the date of this Agreement (the “Deadline”), Buyer shall have obtained an executed commitment letter from a Financing Source for debt financing, in form and substance reasonably satisfactory to Seller (the “Debt Financing Commitment Letter”) that, when taken together with cash on hand and other sources and uses of Buyer, is at least equal to the Aggregate Closing Cash Consideration (the “Debt Financing”).
Concurrently with the execution of this Agreement, the parties hereto shall jointly prepare and deliver to each other in good faith an itemized schedule containing a calculation of the adjustments to the Aggregate Closing Cash Consideration set forth in Article 2, in the form attached hereto as Schedule A.
Attached hereto as Schedule 4.1(b) is a complete and accurate calculation of (i) the Blocker Company Cash Unit Value, (ii) the Blocker Closing Cash Purchase Price, the Blocker Share Consideration and that portion of the Aggregate Closing Cash Consideration allocated to the Blocker Seller and (iii) that portion of the Aggregate Closing Cash Consideration, Aggregate Closing Company Unit Cash Consideration and Company Unit Share Consideration allocated to each Company Seller (the “Payment Schedule”).
Buyer has, and will have on the Closing Date and at all times during the period beginning on the date hereof and ending on the Closing Date, sufficient access to funds to pay the Aggregate Closing Cash Consideration, any Funded Indebtedness, the Company Expenses and the fees and expenses of Parent, Buyer and Merger Sub related to the transactions contemplated hereby.
Buyer shall update the Final Allocation in good faith to take into account any subsequent adjustments to the Aggregate Closing Cash Consideration Amount, including any adjustments pursuant to this Agreement, and any changes to any other items constituting consideration for U.S. federal Income Tax purposes, in a manner consistent with the Final Allocation.