Examples of Cash Closing Consideration in a sentence
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.
Purchaser will, at the Effective Time, have sufficient currently available funds on hand (including, for these purposes, funds that currently may be drawn down under existing lines of credit), to consummate the Merger, including, without limitation, to (a) pay the aggregate Per Share Cash Closing Consideration pursuant to this Agreement, and (b) pay all outstanding fees and expenses of Purchaser and Merger Sub in connection with the Merger.
Such Cash Closing Consideration shall be invested by the Exchange Agent in investment grade debt securities as directed by the Shareholders' Representative, in his sole discretion, pending payment thereof by the Exchange Agent to the holders of the Shares.
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.
In such case, the Buyer and the Holders Representative will jointly retain the Independent Accountant and direct it to render a written report setting forth its determination of the Actual Aggregate Cash Closing Consideration, resolving any and all items in dispute (as set forth in the Protest Notice), not later than thirty (30) days after acceptance of its retention.
Promptly after tendering the Cortelco Shares held by an Other Stockholder in accordance with Section 2.10 below, the Stockholders Representative shall issue to the Other Stockholder a cash payment equal to the following: (i) the Other Stockholder Cash Closing Consideration, divided by (ii) the aggregate number of Cortelco Shares held by the Other Stockholders as of the Record Date, multiplied by (iii) the number of Cortelco Shares held by such tendering Other Stockholder as of the Record Date.
Subject to the terms of this Agreement, Buyer will deliver to the Company at the Closing the Cash Closing Consideration.
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.
Such amounts shall first be paid out of an advance amount equal to One Million Dollars ($1,000,000) (together with any interest thereon, the “Advance Amount”), which will be delivered by Parent to the Securityholder Representative at Closing as a deduction from the Estimated Cash Closing Consideration and which the Securityholder Representative may maintain in a separate account for application under this Section 9.23.
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”).