Closing Equity Payment definition

Closing Equity Payment means an amount of cash equal to (i) the Purchase Price, plus (ii) an amount equal to the Cash held by the Company as of immediately prior to the Effective Time, less (iii) an amount equal to the outstanding Indebtedness of the Company as of immediately prior to the Effective Time, plus (iv) the amount, if any, by which the Closing Working Capital exceeds the Working Capital Amount, less (v) the amount, if any, by which the Working Capital Amount exceeds the Closing Working Capital, less (vi) the Transaction Expenses, less (vii) the Indemnity Escrow Fund; less (viii) the Purchase Price Adjustment Escrow Fund.
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Closing Equity Payment has the meaning set forth in §3.2.2.
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Closing Equity Payment means a number of shares of common stock of Buyer equal to (a) the Closing Equity Value divided by (b) $1.593.
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Examples of Closing Equity Payment in a sentence

  • The Equityholders’ Representative shall be entitled to: (i) rely upon the Closing Equity Payment Allocation Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Equityholder or other party.

  • The Stockholder Representative shall be entitled to: (i) rely upon the Closing Equity Payment Allocation Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Stockholder or other party.

  • Eighty percent (80%) of the Aggregate Closing Purchase Price Reduction shall be applied to reduce the Seller Closing Cash Payment and the remaining twenty percent (20%) shall be applied to reduce the Principal Closing Equity Payment.

  • Within sixty (60) days following the Closing Date, Parent shall cause the Surviving Corporation to prepare and deliver to the Equityholders’ Representative a balance sheet of the Company as of immediately prior to the Effective Time (the “Draft Closing Balance Sheet”), together with a statement (the “Adjustment Statement”) setting forth in reasonable detail the Surviving Corporation’s calculation of the Closing Equity Payment based on the applicable amounts set forth in the Draft Closing Balance Sheet.

  • The Paying Agent shall act as agent for the Parties for purposes of, among other things, mailing and receiving Letters of Transmittal, and distributing to the holders of shares of Common Stock, Preferred Stock, Company Warrants and Company Notes, as applicable (a) the Closing Equity Payment Amount, (b) the Additional Merger Consideration, if any and (c) the Net Revenue Earnout Payment, if any.

  • If the Base Purchase Price as reflected in the Final Statement is equal to or greater than the Closing Equity Payment (such excess being referred to herein as the “Unpaid Balance”), then, within five (5) Business Days after the final determination of the Final Statement: (i) Buyer and Seller shall provide written instruction to the Escrow Agent to remit the Price Adjustment Escrow Amount to Seller and (ii) Buyer shall promptly pay to Seller an amount equal to the Unpaid Balance.

  • Parent will cause its transfer agent to effect the delivery of the Closing Equity Payment either by issuing and delivering to each Shareholder a certificate representing its pro rata portion of the Closing Equity Payment (as set forth on Section 2.1(b) of the Company Disclosure Schedule) or by electronic registration of such shares of Parent Common Stock.

  • Objectives will be drawn up by the appraiser normally in consultation with the member of staff.

  • On the Closing Date, the Purchaser shall pay to the Seller’s below account, in the currency of USD, an amount (the Closing Equity Payment Amount for Completed Assets) equal to the aggregate amounts set out in the column “Price Amount to Be Paid by Purchaser as of Closing” of the table in Section A (Completed Assets) of Part A (Payment Schedule) of Schedule 10.

  • The Closing Equity Payment has been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Shareholder) and in compliance with applicable U.S. state and federal securities Laws.


More Definitions of Closing Equity Payment

Closing Equity Payment means the sum of the payments made by Buyer under §§3.2.1(a), 3.2.1(b), 3.2.1(c) and 3.2.1(d) above.
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Closing Equity Payment is defined in Section 1.3. “Closing Payment” is defined in Section 1.3. “Code” means the United States Internal Revenue Code of 1986, as amended. “Company” is defined in the Preamble. “Company Authorizations” is defined in Section 2.31.
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Closing Equity Payment means a number of shares of common stock of Buyer equal to (a) the Closing Equity Value d ivided by (b)
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Related to Closing Equity Payment

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earn-Out Payment has the meaning set forth in Section 2.3(a).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Cash Exchange Payment means with respect to a particular Exchange for which PubCo has elected to make a Cash Exchange Payment in accordance with Section 4.6(a)(ii):

  • Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).

  • Cash Payment has the meaning assigned by Section 2.7(b)(ii).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Net Equity Proceeds means, with respect to each issuance or sale of any equity by any Person or any capital contribution to such Person, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by such Person from the respective sale or issuance of its equity or from the respective capital contribution.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • 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.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

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

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • 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.

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

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

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

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

  • Earnout Payments has the meaning set forth in Section 2.06(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Earnout Consideration has the meaning set forth in Section 2.8.