Aggregate Closing Consideration definition

Aggregate Closing Consideration has the meaning set forth in Section 1.02(a).

Aggregate Closing Consideration means an amount in cash equal to (a) the Base Purchase Price, minus (b) the Estimated Closing Adjustment (which for the avoidance of doubt may be a positive or negative number), minus (c) the Working Capital Escrow Amount.

Aggregate Closing Consideration means (a) the Closing Cash Consideration plus (b) the Closing Stock Consideration.

Examples of Aggregate Closing Consideration in a sentence

• In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, the applicable Aggregate Closing Consideration may be paid to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid.

• Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Aggregate Closing Consideration and the applicable portion of the Future Contingent Payments that become payable pursuant to this Agreement.

• I hereby release any and all interest or claims that I may have with respect to the Company Equity, effective upon payment of the Aggregate Closing Consideration by Buyer in accordance with the Agreement, including any claims released on my behalf.

• I hereby release any and all interest or claims that I may have with respect to the Company Stock, effective upon payment of the Aggregate Closing Consideration by Buyer in accordance with the Agreement, including any claims released on my behalf.

• Buyer shall have obtained financing for the payment of the Aggregate Closing Consideration on terms satisfactory to it in its sole discretion.

More Definitions of Aggregate Closing Consideration

Aggregate Closing Consideration means an amount equal to (i) $85,000,000, plus (ii) the Aggregate Exercise Amount, plus (iii) the Estimated Adjustment Amount.

Aggregate Closing Consideration means an aggregate number of newly issued shares of Public Company Common Stock equal to the product of the total number of the shares of Otic Pharma Share Capital issued and outstanding and held by the Shareholders as of immediately prior to the Closing and the Exchange Ratio, which aggregate number shall in no event exceed 36,911,631.

Aggregate Closing Consideration means the Base Merger Consideration minus the Holdback Amount minus the amount of the Expense Fund minus the Chestnut Initial Payment Amount.

Aggregate Closing Consideration means a number of newly issued shares of Carnivale Common Stock equal to the product of the Post-Closing Carnivale Shares multiplied by the Company Allocation Percentage.

Aggregate Closing Consideration means (a) the Aggregate Consideration minus (b) the Contingent Payments minus (c) the Escrow Amount.

Aggregate Closing Consideration means an amount in cash equal to the Total Purchase Price, plus the Executive Note Amount, minus the Closing Adjustment, minus the Closing Date Disbursements.

Aggregate Closing Consideration means (a) the Base Purchase Price, plus (b) the Estimated Cash, minus (c) the Estimated Indebtedness, minus (d) the Estimated Sellers’ Transaction Expenses, minus (e) the amount, if any, by which Target Working Capital is greater than Estimated Working Capital, plus (f) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (g) the Escrow Amount, minus (h) the amount of the Sellers’ Representative Expense Fund.