Closing Payment Certificate definition

Closing Payment Certificate means a certificate, signed by an executive officer of the Company on behalf of the Company, which (a) sets forth (i) the identity of each Seller entitled to a payment of shares of Buyer Common Stock pursuant to Article I and (ii) the portion of the Aggregate Closing Consideration attributable to such Seller’s Company Shares and (b) attaches the Closing Date Allocation Schedule as a schedule thereto.

Closing Payment Certificate shall have the meaning set forth in Section 2.3(a) hereof.

Closing Payment Certificate has the meaning set forth in Section 2.4.1 below.

Examples of Closing Payment Certificate in a sentence

• If any information contained in the Closing Payment Certificate, including the Closing Date Allocation Schedule and/or the Closing Adjustment Schedule, is determined to be inaccurate or incomplete, the Company shall deliver an updated Closing Payment Certificate, Closing Date Allocation Schedule and Closing Adjustment Schedule no later than the next Business Day after the need for such update is determined or identified.

• Payments to Persons who are due amounts in respect of the Estimated Closing Transaction Expenses and the Estimated Funded Indebtedness shall be made by Buyer or Buyer Designee on the Closing Date by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate.

• Upon receipt of the Closing Payment Certificate, Parent will be entitled to review, make reasonable inquiries and request reasonable supporting documentations, and comment on the Closing Payment Certificate, and the Company shall consider Parent’s comments in good faith and deliver an updated Closing Payment Certificate to Parent no later than two (2) Business Days prior to the Closing Date to reflect the applicable revisions to the Closing Payment Certificate.

• Payment for the Newco Shares shall be made on the Closing Date in an amount equal to the Estimated Closing Consideration (subject to adjustment in accordance with Section 1.02(c)) by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate.

• If Acquiror does not receive an Earn-Out Objection Notice by the end of the Earn-Out Objection Period, Acquiror shall, within five (5) Business Days following last day of the Earn-Out Objection Period, deliver to the Paying Agent the applicable Earn-Out Amount set forth in the applicable Earn-Out Notice to be distributed to the Securityholders in accordance with the Closing Payment Certificate.

More Definitions of Closing Payment Certificate

Closing Payment Certificate means the certificate signed by the Company, dated as of the date hereof and attached hereto as Exhibit B, which accurately sets forth, with reasonable specificity, each Person entitled to a payment in respect of the Cash Consideration, the Equity Consideration, the Seller Transaction Expenses or the Closing Debt Amount, the amount due to such Person and the applicable wire instructions for the account or accounts of such Person designated to receive such payment.

Closing Payment Certificate means a certificate, signed by an executive officer of the Company on behalf of the Company, which (a) sets forth (i) the amounts and payees of any Closing Indebtedness, (ii) the amounts of any Transaction Expenses and the payees to whom such amounts are owed, and whether such payments are payable in cash or in Buyer Ordinary Shares, (iii) the applicable wire (or issuance) instructions for the account or accounts of such payees and (iv) the aggregate estimated Reverse Split Fractional Share Cashout Amount in respect of all fractional shares of Company Common Stock resulting from the Reverse Split and (b) attaches the Closing Date Allocation Schedule as a schedule thereto.

Closing Payment Certificate means the certificate to be delivered by Sellers to Acquiror setting forth (A) the number of shares of Company Common Stock legally and beneficially owned by Kos Investments directly or indirectly through Kos Holdings, (B) the known tax liabilities of Kos Investments and Kos Holdings and (C) any other known liabilities of Kos Investments and Kos Holdings, in each case as of the Closing Date and, in the case of clauses (B) and (C), which will not be paid and discharged at Closing; provided that prior to delivery of the Closing Payment Certificate, Sellers shall be required to (i) consult with Acquiror as to the information set forth of such certificate and (ii) obtain Acquiror’s reasonable consent to the inclusion of such information on such certificate.

Closing Payment Certificate shall have the meaning set forth in Section 7.12.

Closing Payment Certificate means a certificate, signed by an executive officer of the Company on behalf of the Company, which (a) sets forth (i) a calculation of the Series A Preference Amount and the Series B Preference Amount, (ii) a calculation of the Closing Waterfall Per Share Amount, (iii) a calculation of the payments to be made by the Buyer in accordance with Section 2.1(d)(ii), (iv) the identity of each Person entitled to a payment pursuant to Section 2.1(d)(ii), (v) the amount due to each such Person and (vi) the applicable wire instructions for the account or accounts of such Person and (b) attaches the Closing Date Allocation Schedule as a schedule thereto.

Closing Payment Certificate means a certificate, in the form attached hereto as Exhibit B, signed by the Company and the Stockholders, dated the Closing Date, that sets forth (a) an itemized list of the Closing Indebtedness Amount or, if none, a statement to that effect, (b) the amount of Company Transaction Expenses remaining unpaid as of immediately prior to the Effective Time or, if none, a statement to that effect, and (c) the number of issued and outstanding Company Shares held by each Stockholder, together with each Stockholder’s Pro Rata Share of the Merger Consideration (as a percentage interest) and the Parent Preferred Shares, the respective amounts of the Xxxxxxx Money Deposit Amount paid the Stockholders prior to the date hereof, and the respective initial principal amounts payable to the Stockholders under the Promissory Notes, which initial principal amounts in the aggregate will not exceed the Aggregate Note Amount. The Parent will be entitled to rely conclusively on the amounts and other information set forth in the Closing Payment Certificate.

Closing Payment Certificate is defined in Section 2.2.4.