Examples of Closing Cash Consideration Amount in a sentence
If the cash consideration to be paid by the Issuer pursuant to the Master Transaction Agreement, as finally determined pursuant to the terms of the Master Transaction Agreement (the “Cash Consideration Amount”), exceeds the Closing Cash Consideration Amount, the Issuer will pay the difference by wire transfer of immediately available funds to the Reporting Person.
The Issuer and the Reporting Person will determine any adjustment to the Closing Cash Consideration Amount based on the variance of the amounts of Paradigm’s indebtedness, unpaid transaction expenses, cash and working capital as of the Closing to the amounts of Paradigm’s indebtedness, unpaid transaction expenses, cash and working capital estimated by the Reporting Person prior to the Closing for purposes of calculating the Closing Cash Consideration Amount.
The Estimated Closing Cash Consideration Amount, by wire transfer of immediately available funds, to the accounts of the Members as designated in accordance with Section 2.3 of this Agreement.
A portion of the Closing Cash Consideration Amount was used to pay the Reporting Person’s transaction expenses in connection with the Master Transaction Agreement and the transactions contemplated thereby.
The Closing Cash Consideration Amount (to the extent payable to the holders of Company Capital Stock and Non-Employee Options, which, for the avoidance of doubt, excludes the Aggregate Exercise Price), deposited with the Payment Agent in accordance with the wire transfer instructions provided by the Securityholders’ Representative.
Conversely, if the Closing Cash Consideration Amount exceeds the Cash Consideration Amount, the Reporting Person will pay the difference by wire transfer of immediately available funds to the Issuer.In addition to the Cash Consideration Amount, the Initial Shares and the Payoff Shares, the Issuer has agreed to pay contingent consideration to the Reporting Person upon the occurrence of certain events in the future, on the terms and conditions set forth in the Master Transaction Agreement.
Any Closing Consideration Adjustment to be paid pursuant to Section 2.4(b) to the Members shall be allocated among the Members in the same manner as the Estimated Closing Cash Consideration Amount was allocated (subject to, for the avoidance of doubt, the proviso in Section 2.3(b) (i)(D)).
For the avoidance of doubt, if the True-Up Run-Rate Adjustment Amount is less than the Run-Rate Adjustment Amount determined for purposes of Section 2.3, such that the Closing Cash Consideration Amount is greater than the Estimated Closing Cash Consideration Amount, the payment made by Buyer to the Members in accordance with Section 2.4(b)(i) shall be in addition to any amounts equal to the True-Up Run-Rate Adjustment Amount paid as part of the Current Year Payment pursuant to Section 2.5.
Representative shall work together in good faith to amend the Tax Allocation Statement to the extent necessary to reflect any post-Closing adjustments to the purchase price (as determined for U.S. federal income tax purposes), whether due to payments made under Section 2.4 (Post-Closing Adjustment to the Estimated Closing Cash Consideration Amount), Section 2.5 (Earnout), or otherwise.
The remainder of the Closing Cash Consideration Amount and the Payoff Shares were used to pay amounts outstanding under Paradigm’s pre-Closing senior secured credit agreement and other amounts due to the lenders thereunder and certain of their affiliates.