Final Closing Consideration definition

Final Closing Consideration has the meaning set forth in Section 1.02(c)(v).
Final Closing Consideration means the Closing Consideration as set forth in the Final Closing Statement.
Final Closing Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the amount, if any, by which Final Working Capital is less than Target Working Capital, plus (c) the amount, if any, by which Final Working Capital is greater than Target Working Capital, minus (d) the Final Indebtedness minus (e) the Final Transaction Expenses.

Examples of Final Closing Consideration in a sentence

  • Any indemnification payments under this Article VII shall be treated for Tax purposes as adjustments to the Final Closing Consideration to the extent permitted by applicable Law.

  • For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number).

  • The decision of the Firm regarding each of the unresolved Disputed Items and the resulting Final Closing Consideration shall be final, binding and non-appealable by the parties hereto.

  • If the Final Closing Consideration Amount is less than the Estimated Closing Consideration Amount, the Sellers shall pay Buyer the amount by which Final Closing Consideration Amount is less than Estimated Closing Consideration Amount pursuant to Section 2.3(g).

  • Upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants contained herein, at the closing of the Transaction (the “Closing”), Seller agrees to, and Parent agrees to cause Seller to, sell, assign, convey, transfer and deliver to Purchaser, and Purchaser agrees to purchase and accept from Seller, all Sale Shares held by Seller, free and clear of any Liens, for a cash amount equal to the Final Closing Consideration.


More Definitions of Final Closing Consideration

Final Closing Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the Final Indebtedness minus (c) the Final Transaction Expenses.
Final Closing Consideration will have the meaning set forth in Section 3.4(b)(iv).
Final Closing Consideration has the meaning given to it in the Arrangement Agreement;
Final Closing Consideration is defined in Section 1.5(d).
Final Closing Consideration means (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount less (vii) the Representative Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:
Final Closing Consideration means, without duplication, (i) two billion four hundred fifty million dollars ($2,450,000,000), less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Representative Expense Amount. For the avoidance of doubt, in no event shall any amount constituting Indebtedness Prepayment Expenses be taken into account in the calculation of Final Indebtedness or Final Transaction Expenses for purposes of calculating the Final Closing Consideration or any component thereof. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:
Final Closing Consideration means the Final Closing Cash Consideration plus the Closing Stock Consideration.