Closing Purchase Consideration definition

Closing Purchase Consideration has the meaning ascribed to it in Section 1.2.

Closing Purchase Consideration means the sum of the Base Purchase Consideration, plus the Management Incentive Payments.

Closing Purchase Consideration means the Base Purchase Consideration.

Examples of Closing Purchase Consideration in a sentence

• The accounting firm will (i) resolve the disputed items specified in the Disputed Items Notice and (ii) determine the Closing Purchase Consideration, as modified only by the resolution of such items.

• The Closing Purchase Consideration amount paid by Buyer for the Shares shall be determined based on the Preliminary Closing Statement.

• Up to One Hundred Sixty One Thousand Dollars ($161,000) of the Closing Purchase Consideration may be paid and evidenced by long term debt of the Companies that (i) is assumable by FAAC and (ii) FAAC agrees, in writing, to assume on or before the Closing Date (the “Assumed Debt”).

• Eight Million Dollars ($8,000,000) of the Closing Purchase Consideration shall be evidenced by and payable under the terms of the Convertible Note in the form attached hereto as Exhibit B (the “Convertible Promissory Note”).

• As used herein, the “Purchase Consideration” shall mean the Closing Purchase Consideration (as defined in Section 2.1(b)) plus the Deferred Purchase Consideration, if any (as defined in Section 2.1(d)).

More Definitions of Closing Purchase Consideration

Closing Purchase Consideration means the sum of the Base Purchase Consideration, plus the Management Incentive Payments plus the amount, if any, by which the Closing Working Capital exceeds the Base Working Capital or minus the amount, if any, by which the Closing Working Capital is less than the Base Working Capital, all as finally determined in accordance with Section 2.04.

Closing Purchase Consideration shall consist of (1) cash in an amount equal to Eighteen Million Three Hundred Fifty Thousand Dollars ($18,350,000) less (w) the Aggregate Net Option Consideration, (x) the amount of Indebtedness For Borrowed Money; (y) the amount, if any, of the Transaction Costs that the Shareholders choose to have ICF pay pursuant to Section 5.4, and (z) the Escrow Deposit, plus (2) the ICF Holdings Shares (all as more specifically shown on Exhibit A).

Closing Purchase Consideration means (a) a promissory note in the initial principal amount of $200,000 which promissory note shall mature in full one day following the Closing and which shall bear interest at the rate of six percent (6%) per annum, (b) the assumption by Buyer of the Assumed Liabilities and (c) payment to the Escrow Account of an amount equal to (x) $3,800,000 minus (y) an amount equal to $4,000,000 multiplied by the Approved Managed Asset Adjustment and minus (z) an amount equal to the Estimated Adjustment under Section 1.5 hereof;

Closing Purchase Consideration means an amount in cash equal to (i) $20,500,000, minus (ii) an amount equal to $20,500,000 multiplied by the Approved Managed Asset Adjustment.

Closing Purchase Consideration means an amount equal to $11,500,000 as adjusted pursuant to Section 2.1(c).

Closing Purchase Consideration is added to Section 1.01 of the Agreement as follows:

Closing Purchase Consideration means an amount in cash equal to (a) US$100,000,000 (which, for the avoidance of doubt, shall not be multiplied by the Securityholder Ownership Percentage), plus (b) the Aggregate Exercise Price, minus (c) the sum of (i) the amount of Estimated Closing Indebtedness and (ii) the amount of Estimated Unpaid Company Transaction Expenses and (iii) the Estimated Closing Working Capital Shortfall, plus (d) the amount of Estimated Closing Cash”.