Final Closing Cash Consideration definition

Final Closing Cash Consideration has the meaning set forth in Clause 2.07(c).
Sample 1Sample 2
Final Closing Cash Consideration means (a) Closing Base Cash Consideration, plus (b) the Closing Cash and (c) the Working Capital Adjustment Amount (which may be a negative number), and minus (d) the Closing Indebtedness, (e) the Identified Divestiture Target Amount, and (f) the Consent Impact Amount, in the case of each of clauses (b), (c), (d) and (f), as finally determined pursuant to Section 1.05.
Sample 1Sample 2
Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amount plus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital less (d) Company Indebtedness (other than the PPP Loan) less (e) the PPP Loan Amount less (f) Company Transaction Expenses less (g) the Holdback.
Sample 1Sample 2

Examples of Final Closing Cash Consideration in a sentence

  • With respect to any Tax Returns filed by the Company for any taxable period (or portions thereof) ending on or before the Closing Date (a “Pre-Closing Taxable Period”), or for any Straddle Periods, the Seller shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns to the extent not reflected in the determination of the Final Closing Cash Consideration (each such amount, a “Final Return Deficiency”).

  • Within forty-five (45) days following the determination of the Final Closing Cash Consideration under Section 2.3, the Seller shall prepare and deliver to Purchaser, a draft of an allocation schedule (the “Allocation Schedule”) applying such methodology.


More Definitions of Final Closing Cash Consideration

Final Closing Cash Consideration means the Closing Cash Consideration (i) as shown in Buyers’ calculation thereof set forth on the Closing Statement delivered pursuant to Clause 2.06(a), if Seller does not deliver any notice of disagreement with respect thereto pursuant to Clause 2.06(b); or (ii) if Seller does deliver such a notice of disagreement, (A) as agreed by Buyers and Seller pursuant to Clause 2.06(c) or (B) in the absence of such agreement, as determined by the Independent Accountants pursuant to Clause 2.06(c), provided that in no event shall Final Closing Cash Consideration be more than the Seller’s calculation of Closing Cash Consideration delivered pursuant to Clause 2.06(b) or less than Buyers’ calculation of Closing Cash Consideration delivered pursuant to Clause 2.06(a).
Sample 1Sample 2
Final Closing Cash Consideration means the Closing Cash Consideration, as finally determined in accordance with this Section 2.08. The parties agree that:
Sample 1Sample 2
Final Closing Cash Consideration means the Closing Cash Consideration (i) as shown in Buyers’ calculation thereof set forth on the Closing Statement delivered pursuant to Clause 2.06(a), if Seller does not deliver any notice of disagreement with respect thereto pursuant to Clause 2.06(b); or
Sample 1
Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amountplus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital plus (d) Company Cash less (e) Company Indebtedness (other than any loan made pursuant to the Paycheck Protection Program and included on the Company Disclosure Schedule) less (f) Company Transaction Expenses.
Sample 1
Final Closing Cash Consideration means an amount equal to (a) the Closing Cash Base Amount plus (b) the amount, if any, by which Net Working Capital exceeds the Target Net Working Capital less (c) the amount, if any, by which the Target Net Working Capital exceeds Net Working Capital plus (d) Company Cash less (e) Company Indebtedness (other than any loan made pursuant to the Paycheck Protection Program and included on the Company Disclosure Schedule) less (f) Company Transaction Expenses.
Sample 1
Final Closing Cash Consideration means the Closing Cash Consideration, (x) as shown in the Closing Statement if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 1.3(b) or (y) if such a Notice of Disagreement is so delivered, as agreed by the Company and Buyer pursuant to Section 1.3 or (z) if such Notice of Disagreement is so delivered and in the absence of such agreement, as shown in the Arbiter’s calculation delivered pursuant to Section 1.3.
Sample 1

Related to Final Closing Cash Consideration

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • 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.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Closing Payment has the meaning set forth in Section 2.2(a).