Final Closing Payment definition

Final Closing Payment shall have the meaning set forth in Section 2.3(a)(ii).

Final Closing Payment means an amount equal to (a) $825,000,000, plus (b) the Final NWC Adjustment, plus (c) the Final Closing Cash, minus (d) the Final Closing Indebtedness, minus (e) the Transaction Expenses, minus (f) the Adjustment Escrow Amount, minus (g) the Indemnity Escrow Amount.

Final Closing Payment means the payment made by Purchaser or the Shareholders pursuant to Section 3.4.

Examples of Final Closing Payment in a sentence

• The Closing Payment, as adjusted by the Final Closing Payment and the Final Cage Cash Closing Payment, is referred to as the “Final Purchase Price”.

• To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall.

• If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence.

• To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution.

• Parent’s and Buyer’s current cash availability or available borrowings under its credit facilities are sufficient to enable Parent and Buyer to make payment in full, in cash, of (a) the Closing Payment and (b) the Final Closing Payment as contemplated by Section 2.01 and Section 3.02(a).

More Definitions of Final Closing Payment

Final Closing Payment has the meaning set forth in Section 2.5(f).

Final Closing Payment means an amount equal to (a) twenty-five million dollars ($25,000,000) less (b) the First Closing Payment, less (c) the sum of all Interim Payments.

Final Closing Payment means the Closing Payment as adjusted pursuant to Section 3.2(f).

Final Closing Payment means (i) with respect to the First Transaction, the First Transaction Final Closing Payment and (ii) with respect to the Second Transaction, the Second Transaction Final Closing Payment.

Final Closing Payment shall be an amount equal to (i) the Closing Stock Consideration, plus (ii) a cash amount equal to (A) $14,000,000; plus (B) the Closing Cash as finally determined pursuant to Section 1.5, minus (C) any unpaid Company Transaction Expenses or Indebtedness Amount as finally determined pursuant to Section 1.5; plus (D) the amount (if any) by which Closing Working Capital as finally determined pursuant to Section 1.5 exceeds Target Working Capital; minus (E) the amount (if any) by which Target Working Capital exceeds Closing Working Capital as finally determined pursuant to Section 1.5; minus (F) the Expense Fund (such amount as determined in this clause (ii), the “Final Closing Cash Payment”). The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the Final Closing Cash Payment minus the Estimated Closing Cash Payment.

Final Closing Payment means an amount, as finally determined pursuant to Section 1.8, equal to:

Final Closing Payment. Section 3.03(a)