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 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 divided by (b) $1.593.
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Examples of Closing Equity Payment in a sentence

  • 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.

  • 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.

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

  • 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.


More Definitions of Closing Equity Payment

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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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 has the meaning set forth in §3.2.2.
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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 2.04(c).

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

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

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

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

  • Cash Exchange Payment means with respect to a particular Call Exchange for which the Corporation has elected to make a Cash Exchange Payment in accordance with SECTION 2.1 of this Agreement or a particular Put Exchange for which the Shareholder has elected to receive a Cash Exchange Payment (and such Cash Exchange Payment is capable of being made) in accordance with SECTION 2.2 of this Agreement:

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

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

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

  • Net Equity Proceeds means an amount equal to any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Holdings or any of its Subsidiaries, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

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

  • Closing Date Cash has the meaning specified in Section 3.4(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 Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Specified Equity Contribution has the meaning specified in Section 8.04.

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

  • 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 Cash of the Company as of the Effective Time.

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

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

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

  • Earnout Payments has the meaning set forth in Section 2.2(a).

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

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

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