Closing Acquisition Consideration definition

Closing Acquisition Consideration has the meaning set forth in Section 3.6(b).
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Closing Acquisition Consideration has the meaning set forth in Section 2.01(a).
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Closing Acquisition Consideration means the Deposit Premium multiplied by the Discounted Closing Deposit Balance.
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Examples of Closing Acquisition Consideration in a sentence

  • At the Closing, upon the terms and subject to the conditions of this Agreement, Buyer shall (a) purchase from the Company, and the Company shall sell and issue to Buyer, the Acquired Class A Units and (b) pay to the Company by wire transfer in immediately available funds an aggregate amount equal to the Closing Acquisition Consideration.

  • PDC shall provide a certificate described in U.S. Treasury Regulations Section 1.1445-2(b)(2)(i) duly executed by PDC, establishing that the Closing Acquisition Consideration may be paid without withholding under the Foreign Investment in Real Property Tax Act of 1980.

  • The Closing Acquisition Consideration shall be paid as per Section 2.1(a) .

  • The Reviewing Accounting Firm shall determine the amounts in dispute (and only such amounts) with respect to the Closing Date Schedule and shall determine the Closing Acquisition Consideration based on such determination, which amount shall not be (i) less than Buyer’s calculation of the Closing Acquisition Consideration delivered pursuant to Section 3.6(b) or (ii) greater than Shareholders’ Representatives’ calculation of the Closing Acquisition Consideration delivered in the Dispute Notice.

  • Company shall pay any tax in connection with its receipt of the Closing Acquisition Consideration in respect of the disposal of the Assets and the Business under this Agreement in accordance with applicable Malaysian tax law.

  • Of this amount, (x) the Cash Consideration shall be payable on the Closing Date, subject to adjustment as set forth in Section 1.13 below (the "Closing Acquisition Consideration"), and (y) the Stock Consideration shall --------------------------------- be payable pursuant to the escrow provisions of Section 1.8 and Article VI hereof (the "Contingent Acquisition Consideration").

  • Upon delivery of the certificate(s) for such listed or issuable Shares to CHC and CNO and CHC's and CNO's delivery of the Closing Acquisition Consideration as stated in Section 1.3, CHC or CNO, as the case may be, will acquire good and marketable title to and complete ownership of such listed or issuable Shares, free and clear of any Third-Party Right other than any created by CHC or CNO.

  • At the Closing, the Buyer will pay the Company the Closing Acquisition Consideration, less (i) the value of the Assumed Liabilities; and less (ii) One Million Dollars ($1,000,0000) (the "DESIGN AGREEMENT RETAINER") and less (iii) One Hundred Forty Thousand Dollars ($140,000) (the "HOLDBACK AMOUNT"), and less (iv) the amount of any decrease in the Assets Purchase Price below $400,000.

  • Any amounts due to either party as a result of any difference between the Closing Acquisition Consideration and the Final Acquisition Consideration shall be paid within 15 days of the closing of the books.

  • On the Closing Date, Peoples shall pay Community Trust the Closing Acquisition Consideration for the Point Pleasant Branches.


More Definitions of Closing Acquisition Consideration

Closing Acquisition Consideration means the Estimated Acquisition Consideration minus $6,000,000, which is the sum of the Escrow Account and a $2,000,000 holdback (the "ADJUSTMENT HOLDBACK") pending the post-closing payment under Section 1.3(d).
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Closing Acquisition Consideration is defined in Section 1.5.
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Related to Closing Acquisition Consideration

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

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

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

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

  • 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.

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

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

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

  • Equity Consideration has the meaning set forth in Section 2.02.

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

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

  • 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 Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

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

  • Base Merger Consideration means $1,200,000,000.

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

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

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

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

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.