Closing Consideration Exhibit definition

Closing Consideration Exhibit shall have the meaning set forth in Section 1.3(c)(i).
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Closing Consideration Exhibit means the exhibit prepared and delivered by the Company to Buyer at Closing that sets forth each Holder’s allocation of Aggregate Consideration and each Holder’s allocation of Holdback Amount.
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Closing Consideration Exhibit means the exhibit prepared and delivered by the Company to Buyer at Closing that sets forth each Shareholder’s allocation of Transaction Consideration and each Escrow Participant’s allocation and Pro Rata Share of Escrow Consideration.
Sample 1

Examples of Closing Consideration Exhibit in a sentence

  • At the Closing, the Shareholder Representative shall deliver to the Buyer the Closing Consideration Exhibit setting forth the final calculation of such amounts (including in such calculation provision for those amounts described in the second proviso in the penultimate sentence of Section 2.6.3 of this Agreement).

  • Buyer shall pay each Holder such Holder’s Pro Rata Share of the accrued interest, which shall be delivered by corporate check of Buyer to the address specified for such Holder on the Closing Consideration Exhibit or otherwise by such Holder in writing, or by wire transfer if specified in the Closing Consideration Exhibit or by such Holder in writing.

  • Released funds shall be promptly paid to the Holders according to their Pro Rata Share by corporate check of Buyer to the address specified for such Holder on the Closing Consideration Exhibit or otherwise by such Holder in writing, or by wire transfer if specified in the Closing Consideration Exhibit or by such Holder in writing.

  • Two Business Days prior to the Closing Date, the Shareholder Representative shall deliver to the Buyer a draft of the Closing Consideration Exhibit which sets forth the amount of Aggregate Consideration that would be paid to each Holder pursuant to this Article 2 based on assumptions set forth therein.

  • At the Closing, Parent shall retain the Working/Cash Capital Holdback Amount from the Transaction Consideration that the Members and the KMV Corporation Shareholders are entitled to receive pursuant to this Agreement in exchange for their Company Units and KMV Corporation Shares, respectively, pro rata in accordance with their respective ownership percentages set forth on the Closing Consideration Exhibit.

  • All Escrow Shares and Escrow Cash received under Section 2(a) will be allocated to each Stockholder’s Account in accordance with such Stockholder’s Pro Rata Share of the Escrow Amount as set forth on the Closing Consideration Exhibit attached as Appendix II.

  • At least three (3) Business Days prior to the Closing Date, the Company shall deliver the final Closing Consideration Exhibit to Parent, provided, however, that the final Closing Consideration Exhibit shall only reflect (i) changes in events between the date of this Agreement and the Closing Date that are not otherwise prohibited by the terms of this Agreement, or (ii) such other changes as are previously approved by Parent in writing, which prior written approval shall not be unreasonably withheld.


More Definitions of Closing Consideration Exhibit

Closing Consideration Exhibit means the exhibit prepared and delivered by the Company and attached as Exhibit D to this Agreement, as the same may be amended and delivered prior to the Closing Date, that sets forth (i) each Member's allocation of aggregate amounts of Company Base Unit Consideration and Company Appreciation Unit Consideration, as applicable; (ii) each KMV Corporation Shareholder's allocation of aggregate amounts of Share Purchase Price; (iii) each Member's and KMV Corporation Shareholder's allocation of Escrow Funds, if any, and of the Working/Cash Capital Holdback Amount; and (iv) each Member's and KMV Corporation Shareholder's mailing address.
Sample 1
Closing Consideration Exhibit means the schedule to be delivered by the Company to the Buyer five (5) Business Days prior to the Closing Date pursuant to and in accordance with Section 2.3. The Closing Consideration Exhibit shall set forth the following: (i) with respect to each Vested Holder, the Closing Total Payment Amount, which Closing Total Payment Amount shall be set forth in the aggregate and with each component thereof separately set forth, (ii) payment instructions for how payments are to be made to each Combined Holder, (iii) with respect to each holder of Unvested Options, the aggregate for all shares of Stock to which such Unvested Options pertain of the Closing Per Share Payment Amount, and the exercise prices for all such Unvested Options and (iv) with respect to each holder of Unvested SAR Units, the aggregate for all such Unvested SAR Units of 10.0 times the Closing Per Share Payment Amount, and the Base Value for all such Unvested SAR Units.
Sample 1

Related to Closing Consideration Exhibit

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

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

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

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

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

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

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

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

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

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • 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.

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • 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 Fee has the meaning set forth in Section 2.09(c).