Closing Cash Consideration Amount definition

Closing Cash Consideration Amount means an amount equal to the Cash Consideration Amount less the Estimated Closing Adjustment and less the Indemnification Escrow Amount and True-Up Escrow Amount.
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Closing Cash Consideration Amount shall have the meaning set forth in Section 1.2(a).
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Closing Cash Consideration Amount means cash in an amount equal to:
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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.


More Definitions of Closing Cash Consideration Amount

Closing Cash Consideration Amount means cash in an amount equal to: (a) the Upfront Cash Consideration; (b) minus the Securityholders’ Representative Reserve; (c) minus the Escrow Amount; (d) minus the Closing Date Bonus Consideration, (e) minus the Estimated Closing Date Indebtedness; (f) minus the Estimated Closing Date Transaction Expenses; (g) plus the Estimated Closing Date Cash Amount; (h) plus Estimated Net Working Capital Adjustment; and (i) plus the Aggregate Exercise Amount.
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Related to Closing Cash Consideration Amount

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

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

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

  • Non-Cash Consideration means consideration in a form other than cash.

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

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

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

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

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

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

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Closing Amount has the meaning set forth in Section 2.3.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2