Cash Closing Consideration definition

Cash Closing Consideration means an amount equal to (a) $75,000,000 in cash; minus (b) the aggregate amount of Company Debt outstanding immediately prior to the Closing as set forth on the Consideration Spreadsheet; minus (c) the Escrow Amount; minus (d) the unpaid portion of the Selling Expenses; minus (e) the Advance Amount; plus (f) the Aggregate Option Exercise Amount; plus (g) the amount, if any, by which the Closing Date Net Working Capital, as finally determined pursuant to Section 2.7 , exceeds the Target Net Working Capital Amount; minus (h) the amount, if any, by which the Closing Date Net Working Capital, as finally determined pursuant to Section 2.7 , is less than the Target Net Working Capital Amount.
Sample 1
Cash Closing Consideration means U.S. $7,000,000.00.
Sample 1
Cash Closing Consideration means an amount in cash equal to the Closing Consideration Amount minus $100,000,000.
Sample 1

Examples of Cash Closing Consideration in a sentence

  • Parent has and will have sufficient funds and committed lines of credit available for Parent to deliver the Estimated Cash Closing Consideration and any Contingent Payment in full and to consummate the transactions contemplated by this Agreement.

  • This week, NAW scored a major victory in our ongoing fight against Amazon.

  • Subject to Section 1.5, the aggregate purchase price for the Total Outstanding Securities to be purchased pursuant to Section 1.1 (the “Purchase Price”) shall be (a) an amount in cash equal to the Actual Aggregate Cash Closing Consideration plus the Stock Consideration plus the Substitute Option Shares.

  • On the Closing Date, the Parent shall or shall cause Parent’s transfer agent, as applicable, to deliver to Acquiom Survivor Units and Warrants in such amounts to be notified to Acquiom one (1) Business Day prior to such deposit, in each case as determined pursuant to the Merger Agreement (the “Equity Closing Consideration Deposit”, and together with the Cash Closing Consideration Deposit, the “Closing Consideration Deposit”).

  • Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, convey, assign, transfer and deliver the Units to the Buyer for an aggregate purchase price equal to the sum of each Seller’s Cash Closing Consideration, Stock Closing Consideration and Special Consideration, plus the Buyer-Paid Expenses, in each case, as set forth on the Closing Payment Schedule (the “Purchase Price”), to be paid as set forth in this Article.

  • One of his most prestigious assignments was as a member of the working group to re-draft the Companies Act,1956.

  • Subject to the provisions of Section 3.1(a), contemporaneously with the Closing, Purchaser shall pay to each US Equityholder an amount in cash equal to the Per Common Share Cash Closing Consideration times the number of Common Shares held by such US Equityholder (with respect to such US Equityholder, the “Common Share Closing Payment”).

  • The purchase price for the Shares (the "Purchase Price") shall be: (i) TWO MILLION ONE HUNDRED THOUSAND DOLLARS ($2,100,000) payable in immediately available funds at Closing (the "Cash Closing Consideration"); provided that such Cash Closing Consideration shall be subject to adjustment as set forth in Section 1.4 below; and (ii) ONE MILLION FIFTY-FIVE THOUSAND DOLLARS ($1,055,000) payable in cash on the first day after the first anniversary of the Closing (the "Deferred Consideration").

  • Subject to Section 2.04(b), Parent shall provide to the Exchange Agent immediately following the Effective Time (i) all the cash in U.S. dollars necessary to enable the Exchange Agent to pay the Per Share Cash Closing Consideration to each holder of Certificates and (ii) a sufficient number of shares of Parent Common Stock (whether represented in certificated or non-certificated book-entry form) to issue the aggregate Stock Consideration.

  • In addition to the right to receive the Cash Closing Consideration pursuant to Section 2.3(a) and the Stock Consideration pursuant to Section 2.3(b), the Company, or its assignees(s), shall have the right to receive up to the total amount of the Earnout Consideration, to the extent earned as calculated in accordance with this Section 2.3(c).


More Definitions of Cash Closing Consideration

Cash Closing Consideration means with respect to a Person, the amount and type of consideration designated as “Cash Closing Consideration” set forth next to such Person’s name on the Closing Payment Schedule. ​
Sample 1
Cash Closing Consideration means $1,550,000, subject to reduction in accordance with the terms of this Agreement.
Sample 1
Cash Closing Consideration means an amount equal to (a) $75,000,000 in cash; minus (b) the aggregate amount of Company Debt outstanding immediately prior to the Closing as set forth on the Consideration Spreadsheet; minus (c) the Escrow Amount; minus (d) the unpaid portion of the Selling Expenses; minus
Sample 1
Cash Closing Consideration means $30,000,000.
Sample 1

Related to Cash Closing Consideration

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

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

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Earnout Consideration has the meaning set forth in Section 2.8.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • 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.

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

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

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

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).