Closing Equity Payment definition
Examples of Closing Equity Payment in a sentence
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.
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.
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.
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.
The Purchase Price to be paid to the Members at Closing pursuant to, and as may be adjusted by this Agreement (the “Closing Payment”), shall be payable as set forth on Schedule 3 attached hereto (as Schedule 3 is updated to reflect the Closing Cash Payment and the Closing Equity Payment).
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.
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 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.