First Closing Consideration definition

First Closing Consideration has the meaning given in clause 3.1(b).
Sample 1Sample 2
First Closing Consideration means $21,000,000 of consideration value, (i) minus the License Payment Amount, (ii) minus Company Transaction Expenses as of the First Closing, (iii) minus Indebtedness as of the First Closing, in accordance with the form and mix of consideration thereof set forth in Section 2.04(b).
Sample 1Sample 2

Examples of First Closing Consideration in a sentence

  • In addition, the Company shall have obtained letters (in a form as provided in Schedule 18B) from Gxxx Xxxxxxxx and Infernotions Corporation confirming that there are no options outstanding in their favour, that they have no rights whatsoever to be issued any shares in the Company or the Subsidiary after the Effective Date and also stating their respective designated bank accounts to which the First Closing Consideration shall be paid by the Purchaser in accordance with Clause 3.1(i).

  • Notwithstanding the foregoing, XFM may, in its sole discretion, deliver to Xxxxx Xxxxx or any other person(s) designated by Xxxxx Xxxxx money in US Dollars in lieu of all or a portion of the First Closing Consideration otherwise deliverable to Xxxxx Xxxxx in XFM Shares determined as the Market Value of such shares.

  • For greater certainty, XFM shall not be obliged to pay any amount of the Balance First Closing Consideration unless all the First Closing Conditions are fulfilled or waived in writing by XFM.

  • Those Directors will be designated as voting or non-voting Members at the time of appointment.

  • As of the First Closing Date, Seller is the sole record and beneficial owner of the Equity Interests attributed to such Seller in the First Closing Consideration Spreadsheet, all of which are owned free and clear of all Encumbrances, except for such Encumbrances that will be released in full prior to or at the First Closing, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

  • The obligations of XFM under this Agreement to pay the First Closing Consideration are subject to the satisfaction or written waiver on or before the First Closing Date of all of the following conditions and the delivery of all of the documents set out hereunder (collectively, the “First Closing Conditions”).

  • All representations and warranties shall be true on and as of the later of the First Closing Date or the date of payment of the First Closing Consideration with the same effect as though such representations and warranties had been made on and at such date.

Related to First Closing Consideration

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).