Final Consideration definition

Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

Final Consideration has the meaning given in Clause 3.4;

Final Consideration means the entire consideration proposed by the Successful Bidder in the course of the E-Auction, and required to be paid by the Successful Bidder on Consideration Payment Date to acquire the Corporate Debtor as a whole, on a going concern basis, in terms of sub-clause X of Clause 4.3 of this document.

Examples of Final Consideration in a sentence

• If Parent declares a stock split, subdivision, combination, reclassification or any other change in its capital structure affecting the Initial Consideration Shares of Final Consideration Shares, fifteen (15%) percent of the certificates or other instruments relating thereto shall be immediately deposited by Parent with Escrow Agent as additional Escrow Shares to be held and distributed by Escrow Agent in accordance with this Escrow Agreement.

• The date on which the Representatives are deemed to have agreed to, the Representatives and Parent agree to, or the Dispute Resolution Firm determines, the Final Consideration, shall be the “Determination Date”.

• Each of the parties acknowledges and agrees that it will not assert conflict of interest as reason to prevent Xxxxxxx Xxxxx LLP, currently counsel to the Company, from representing any of the Sellers post-Closing, in respect of the any adjustment to the Purchase Price, the Final Consideration or any indemnification claims under this Agreement.

More Definitions of Final Consideration

Final Consideration means the Consideration, as the same becomes final and binding pursuant to Section 2.3.

Final Consideration means the sum of the Final Cash Consideration and the Assumed Liabilities (other than liabilities or obligations of the Acquired Companies).

Final Consideration has the meaning set forth in Section 3.2(d).

Final Consideration means the amount produced by the following formula: (i) the Enterprise Value; minus (ii) the Adjusted Closing Funded Indebtedness; plus (iii) the Adjusted Closing Net Working Capital; minus (iv) the Base Working Capital Value.

Final Consideration means an amount equal to the sum of (1) the Base Purchase Price, plus (2) the Final Business Cash, minus (3) the Final Business Indebtedness, plus (4) the Final Working Capital Adjustment Amount, minus (5) an amount equal to the aggregate amount payable pursuant to the Retention Bonuses.

Final Consideration means an amount equal to the Up-Front Payment adjusted as follows: if (a) the Final Closing Net Cash is greater than the Reference Amount, plus the amount of such excess, or (b) the Final Closing Net Cash is less than the Reference Amount, minus the amount of such shortfall.

Final Consideration has the meaning given in Schedule 6;