Closing Balance Sheet Payment Amount definition

Closing Balance Sheet Payment Amount means for each Common Stock CVR on any CVR Payment Date, (i)(A) the Closing Cash Amount, minus (B) the Working Capital Shortfall, minus (C) the MDA Liabilities plus (D) the Working Capital Holdback Amount, divided by (ii) the total number of Common Stock CVRs outstanding on such CVR Payment Date, provided that if the Closing Balance Sheet Payment Amount is zero or a negative number, then no payment shall be made, and Parent shall be entitled to offset any negative Closing Balance Sheet Payment Amount against any Earnout Payment Amount required to be made under Section 2.4(c).
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Examples of Closing Balance Sheet Payment Amount in a sentence

  • If a Dispute Notice (as defined below) is not delivered pursuant to Section 2.4(b)(iii) below, then in no event later than 60 days following the Closing, Parent shall pay or cause to be paid the Closing Balance Sheet Payment Amount, provided, however, that if the Parent has previously paid or cause to be paid the Cash/Holdback Payment Amount pursuant to Section 2.4(a), then Parent shall not be obligated to pay the Closing Balance Sheet Payment Amount.

Related to Closing Balance Sheet Payment Amount

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

  • Off-Balance Sheet Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as the indebtedness of such Person (without regard to accounting treatment).

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

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

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Final Balance Sheet has the meaning set forth in Section 3.3(b).

  • Interim Balance Sheet as defined in Section 3.4.

  • Gross Settlement Amount means $633,000.00 which is the total amount Defendant agrees to pay under the Settlement except as provided in Paragraph 9 below. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Expenses, Class Representative Service Payment and the Administrator’s Expenses.

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).