Closing Residual Cash Consideration means (i) $2,800,140,000.00 (the “Base Consideration”), minus (ii) the Class A Merger Consideration, minus (iii) the amount of Indebtedness of the Company and the Company Subsidiaries outstanding as of the Reference Time, such Indebtedness being the “Closing Debt”); provided that, for the sake of clarity and notwithstanding the Reference Time definition, the aggregate amount of such Closing Debt shall be calculated including any premium or other fee, penalty or cost of any kind, character or description to be paid in respect of such Closing Debt by virtue of the Closing if any), plus (iv) the amount of Cash as of the Reference Time (the “Closing Cash”), minus (v) the aggregate amount of the Transaction Expenses as of the Reference Time, plus (vi) the aggregate exercise price of the Options (excluding Options canceled for no consideration pursuant to Section 1.04), plus (vii) if Company Working Capital as of the Reference Time is greater than the Upper Target, an amount equal to the result of (A) the Company Working Capital as of the Reference Time minus (B) the Upper Target, minus (viii) if Company Working Capital as of the Reference Time is less than the Lower Target, an amount equal to the result of (A) the Lower Target minus (B) the Company Working Capital as of the Reference Time, (ix) to the extent the Company Working Capital as of the Reference Time is less than the Upper Target and greater than the Lower Target, no adjustment shall be made to the Closing Residual Cash Consideration, minus (x) the Adjustment Escrow Amount, minus (xi) the Specified Matters Escrow Amount, and plus (xii) the Interest Component, if applicable, in each case of the foregoing clauses (i) through (xii), as determined by the Company in good faith and set forth in the Closing Residual Cash Consideration Calculation.
Closing Residual Cash Consideration means (i) the Base Consideration, minus (ii) Estimated Indebtedness, plus (iii) the amount, if any, by which Estimated Net Working Capital exceeds the Target Net Working Capital, minus (iv) the amount, if any, by which Estimated Net Working Capital is less than the Target Net Working Capital, minus (v) the Escrow Amount, minus (vi) the Holdback Amount, plus (vii) Estimated Cash, minus (viii) the amount of Estimated Transaction Expenses, minus (ix) the Aggregate Class A Preference Amount, plus (x) the amount of Estimated Transaction Tax Benefits, minus (xi) the Estimated Pre-Closing Income Tax Amount. (d) For purposes of this Agreement, the term “Final Residual Cash Consideration” means (i) the Base Consideration, minus (ii) Final Indebtedness, plus (iii) the amount, if any, by which Final Net Working Capital exceeds the Target Net Working Capital, minus (iv) the amount, if any, by which Final Net Working Capital is less than the Target Net Working Capital, minus (v) the Escrow Amount, minus (vi) the Holdback Amount, plus (vii) Final Cash, minus (viii) the amount of Final Transaction Expenses, minus (ix) the Aggregate Class A Preference Amount, plus (x) the amount of the Transaction Tax Benefits, minus (xi) the Pre-Closing Income Tax Amount, plus (xii) the aggregate distributions, if any, to the Unitholders pursuant to the Escrow Agreement, plus (xiii) the aggregate distributions, if any, to the Unitholders (to the extent of their applicable Common Percentage) by the Representative pursuant to Sections 1.04 and 1.09. (e) For purposes of this Agreement, the term “Per Unit Portion” means a fraction, the numerator of which is one, and the denominator of which is the sum of the number 2 of Class A Common Units and Class B Common Units issued and outstanding immediately prior to the Effective Time. (f) Each of the Merger Sub’s membership interests issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued membership interest of the Surviving Entity. Each of the Company’s Class A Common Units and Class B Common Units outstanding immediately before the Effective Time shall be canceled and extinguished, and each Unitholder shall cease to have any rights with respect thereto, except the right to receive such Unitholder’s share of the Merger Consideration in accordance with this Section 1.02. 1.03
Closing Residual Cash Consideration means (i) the Base Consideration, minus (ii) Estimated Indebtedness, plus (iii) the amount, if any, by which Estimated Net Working Capital exceeds the Target Net Working Capital, minus (iv) the amount, if any, by which Estimated Net Working Capital is less than the Target Net Working Capital, minus (v) the Escrow Amount, minus (vi) the Holdback Amount, plus (vii) Estimated Cash, minus (viii) the amount of Estimated Transaction Expenses, minus (ix) the Aggregate Class A Preference Amount, plus (x) the amount of Estimated Transaction Tax Benefits, minus (xi) the Estimated Pre-Closing Income Tax Amount.
Examples of Closing Residual Cash Consideration in a sentence
For any Options for which the exercise price of such Option is greater than or equal to the Per Share Portion of the Closing Residual Cash Consideration allocable to such Option, such Option will be terminated for no consideration.
At least two Business Days prior to the Closing Date, the Company will deliver to Parent a statement (the "Consideration Schedule") setting forth each Stockholder's aggregate Per Share Portion with respect to such Stockholder's Company Shares and each Optionholder's aggregate Per Share Portion with respect to such Optionholder's Options, in each case, of (a) the Closing Residual Cash Consideration, (b) the Representative Reserve Fund, and (c) the Adjustment Escrow Account.
Pursuant to Section 2.3, the Transaction Expenses reflected on the Invoices for which the Company or the Stockholders and the Optionholders are liable pursuant to this Section 7.1 shall be paid at the Closing and taken into account as a deduction in determining the Closing Residual Cash Consideration or, if applicable, the Closing Liquid Net Worth.
At least two (2) Business Days prior to the Closing Date, the Company will deliver to Parent a calculation of the Closing Residual Cash Consideration (the “Closing Residual Cash Consideration Calculation”).
During the period from the delivery of the Closing Residual Cash Consideration Calculation to the Closing, Parent shall have an opportunity to review and comment on the Closing Residual Cash Consideration Calculation, and the Company shall consider in good faith any comments provided by Parent to the Closing Residual Cash Consideration Calculation.
More Definitions of Closing Residual Cash Consideration
Closing Residual Cash Consideration means (i) the Base Consideration, minus (ii) the amount of Estimated Indebtedness, plus (iii) the sum of (a) the amount, if any, by which the Estimated Net Working Capital exceeds the Adjusted Target Net Working Capital Amount, and (b) fifty percent (50%) of the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital Amount up to the Adjusted Target Net Working Capital Amount, minus (iv) the amount, if any, by which Estimated Net Working Capital is less than the Target Net Working Capital Amount, plus (v) the amount of Estimated Cash, minus (vi) the amount of the Preference Amount, minus (vii) the amount of the Estimated Transaction Expenses.
Closing Residual Cash Consideration means (i) $150,000,000.00 (the “Transaction Price”), minus (ii) the amount of Funded Indebtedness outstanding as of the close of business on the day immediately prior to the Closing Date, plus (iii) the amount of Cash as of the close of business on the day immediately prior to the Closing Date, plus (iv) the aggregate exercise price of all outstanding Options immediately prior to the Effective Time as to which the Per Share Portion of the Closing Residual Cash Consideration exceeds the applicable exercise price per share of such Option (the “In The Money Options”), minus (v) the Representative Holdback Amount, minus (vi) all Transaction Expenses, minus (vii) the Deferred Bonus Amount and plus (viii) the Net Working Capital Adjustment (as defined below) (which may be a negative number).
Closing Residual Cash Consideration means (i) $710,000,000 (the “Base Consideration”), minus (ii) the Class A Merger Consideration, minus (iii) the amount of Indebtedness outstanding as of immediately prior to the Effective Time, plus (iv) the amount of Cash as of 11:59 PM on the Closing Date, minus (v) the amount of the unpaid Transaction Expenses as of immediately prior to the Effective Time, plus (vi) the aggregate exercise price of the Options (excluding Options cancelled for no consideration pursuant to Section 1.04), minus (vii) the Escrow Amount, minus
Closing Residual Cash Consideration means (a) $15,000,000, plus (b) Estimated Closing Net Working Capital Surplus, if any, less (c) Estimated Closing Net Working Capital Deficit, if any, less (d) the aggregate amount of the Funded Indebtedness as of immediately before the Closing, less (e) the Designated Transaction Expenses.
Closing Residual Cash Consideration means, without duplication, (i) $37,100,000.00 (the "Transaction Price"), minus (ii) the Class A Preferred Amount, plus (iii) the aggregate exercise price of all Options, minus (iv) $3,500,000.00, which amount shall be deposited in an escrow account pursuant to Section 2.3(a) below (the "Indemnity Amount"), minus (v) $500,000.00, which amount will be deposited in an escrow account pursuant to Section 2.3(a) below (the "Adjustment Amount") and plus (or minus) (vi) the amount (if any) by which the Closing Liquid Net Worth is greater than (or less than) the Target Liquid Net Worth. The Closing Residual Cash Consideration is subject to adjustment pursuant to Section 2.2 below. For purposes of determining the amounts to be paid on the Closing Date, the parties hereto have estimated the amount of Closing Liquid Net Worth to be $9,234,659 (the "Estimated Closing Liquid Net Worth"). All such shares of Class A Preferred Stock and Company Common Stock shall no longer be outstanding and shall be cancelled and retired automatically and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock (as defined in Section 3.2(a)) shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration set forth in this Section 2.1(c), upon the surrender of such certificate in accordance with Section 2.1(e) or Section 2.4.
Closing Residual Cash Consideration means (i) the Base Consideration, plus (ii) $7,500,000, minus (iii) the amount of Estimated Indebtedness, plus (iv) the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital Amount, minus (v) the amount, if any, by which Estimated Net Working Capital is less than the Target Net Working Capital Amount, plus (vi) the amount, if any, by which the Estimated WNFIC Cash Amount exceeds the Target WNFIC Cash Amount, minus (vii) the amount, if any, by which Estimated WNFIC Cash Amount is less than the Target WNFIC Cash Amount, minus (viii) the Aggregate Unreturned Capital Contributions, minus (ix) the Aggregate Revaluation Amounts, minus (x) the amount of the Estimated Transaction Expenses.
Closing Residual Cash Consideration means (i) $200 million (the “Base Consideration”), minus (ii) the Holdback Amount, minus (iii) the amount, if any, by which Estimated Net Working Capital is less than Target Net Working Capital, plus (iv) the amount, if any, by which Estimated Net Working Capital is greater than Target Net Working Capital, minus (v) the Class A Merger Consideration, minus (vi) the Class B Unvested Merger Consideration, minus (vii) the amount of Indebtedness outstanding as of immediately prior to the Effective Time, as described in Schedule 2.01(c), plus (viii) the amount of Estimated Net Cash, minus (ix) the amount of Transaction Expenses.