Closing Consideration Certificate definition

Closing Consideration Certificate shall have the meaning set forth in Section 1.3(b)(iv).
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Closing Consideration Certificate means a certificate executed by the Chief Financial Officer of each of the Company and CORN-xx Xxxxx Management dated as of the Closing Date, certifying the amount of Company Indebtedness, Company Capital Lease Obligations, Transaction Expenses and Accrued Vacation Liabilities.
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Closing Consideration Certificate has the meaning set forth in Section 1.3(a) of this Agreement. “Closing Date” has the meaning set forth in Section 1.5(a) of this Agreement. “Closing Indebtedness Amount” means the aggregate amount of Indebtedness as of the Closing. “Code” means the U.S. Internal Revenue Code of 1986, as amended. All references to the Code, U.S. Treasury regulations or other governmental pronouncements shall be deemed to include references to any applicable successor regulations or amending pronouncement. “Company” has the meaning set forth in the introductory paragraph of this Agreement. “Company Cash” means, as of any time, all cash and cash equivalents and short-term marketable securities convertible into cash within 30 days, including restricted cash to secure payments under any Acquired Company’s credit cards, that are held by, or have been deposited by any Acquired Company as of such time. “Company Certificates” means the Company Closing Certificate, the Closing Consideration Certificate (including the Allocation Schedule) and the Company Officer’s Certificate. 5-4
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Examples of Closing Consideration Certificate in a sentence

  • Any such dispute must be decided in accordance with section 11.8. (e) The final Closing Consideration Certificate prepared by the Expert will be final and binding on the Parties, and it can only be challenged in accordance with section 11.8 in the event of fraudulent acts or obvious errors.

  • Certificates evidencing the APC Common Units Consideration duly executed by the Buyer and delivered to those Persons identified on the Closing Consideration Certificate.

  • The Selling Shareholders shall assist and make available all necessary information to enable the preparation of the Closing Balance Sheets and the Closing Consideration Certificate.

  • Certificates evidencing the DMC Common Stock Consideration delivered to those Persons identified on the Closing Consideration Certificate.

  • Payment of the Closing Date Cash Payment in accordance with the Closing Consideration Certificate.

  • Failure to do so will be deemed to be agreement of the Selling Shareholders to the Closing Consideration Certificate prepared by the Purchaser.


More Definitions of Closing Consideration Certificate

Closing Consideration Certificate has the meaning set forth in Section 1.4(b)(xii) of the Agreement.
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Closing Consideration Certificate means as defined in Section 6.10.
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Closing Consideration Certificate shall have the meaning ascribed to it in Section 4.7(d) hereof.
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Related to Closing Consideration Certificate

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

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Satisfaction Certificate means the certificate materially in the form of the document contained in Call Off Schedule 5 (Testing) granted by the Customer when the Supplier has Achieved a Milestone or a Test;

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

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

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

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

  • Consideration Spreadsheet has the meaning set forth in Section 2.16(a).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Completion Certificate means the certificate to be issued by the GIPCL when the work/ s have been completed to his satisfaction as per terms of the contract.

  • Company Stock Certificate shall have the meaning set forth in Section 1.6.

  • Tax Exemption Certificate means the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.