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
Except as otherwise amended in the Final Closing Consideration Spreadsheet, as of the Closing Date, the ownership of all Stock, Corporation Warrants, Corporation Convertible Warrants, Corporation Convertible Notes and Corporation RSUs shall be as set forth in the Initial Closing Consideration Spreadsheet.
More Definitions of Final Closing Consideration
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 the Closing Consideration and each of its components, as finally determined pursuant to this Section 2.2.
Final Closing Consideration means the Final Closing Cash Consideration plus the Closing Stock Consideration.
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 an amount determined in U.S. dollars equal to (x) the Base Purchase Price plus the Closing Excess Tangible Book Value less (z) an amount equal to the sum of (1) the Pre-Closing Dividend Amount and (2) the Deferred Payment Amount.