Initial Cash Payment Amount definition

Initial Cash Payment Amount means an amount equal to (a) the Estimated Cash Purchase Price, minus (b) the Escrow Amount.
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Initial Cash Payment Amount has the meaning set forth in Section 2.03(b);
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Initial Cash Payment Amount means, with respect to each Selling Shareholder, an amount in cash equal to (a) the amount set forth across from such Selling Shareholder’s name on Annex A under the column labeled “Initial Cash Allocation”, minus (b) such Selling Shareholder’s Pro Rata Share of the Debt Payoff Amounts to be made at the Initial Closing, minus (c) such Selling Shareholder’s Deferred Cash Payment Amount, if any, plus or minus, as applicable, (d) such Selling Shareholder’s Pro Rata Share of the Initial Working Capital Adjustment.
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Examples of Initial Cash Payment Amount in a sentence

  • Assuming the receipt of all of the Company Required Consents prior to the Closing, upon delivery to the Purchaser at the Closing by the Company’s Subsidiaries of the agreements, documents and instruments set forth in Section 4.03(d) and upon the Company’s receipt of the Initial Cash Payment Amount in accordance with Article III of this Agreement, good title to the Subsidiary Assets will pass to the Purchaser, free and clear of any Liens, except for Permitted Liens.

  • The Company shall have received (i) the Initial Cash Payment Amount by wire transfer of immediately available funds, and (ii) the Purchaser Note, in each case, in accordance with the provisions of Section 3.01 hereof.

  • Simultaneously with the delivery of the Estimated Balance Sheet to the Company, the Purchaser shall prepare and deliver to the Company a statement setting forth the calculation of the Estimated Cash Purchase Price and the Initial Cash Payment Amount using the Estimated Company Debt Amount and the Estimated Net Current Assets shown on the Estimated Balance Sheet and the Escrow Amount.

  • The Company shall have received the Initial Cash Payment Amount by wire transfer of immediately available funds in accordance with the provisions of Section 3.01 hereof.

  • The MCS-Shares are sold and, subject to the condition precedent of the occurrence of (i) the complete payment of the Initial Cash Payment Amount to the Seller’s Account and (ii) the complete payment of the Escrow Amount to the Escrow Account, transferred with all rights and duties relating to them (including the rights to any undistributed but distributable profits).

  • Assuming the receipt of all of the Company Required Consents prior to the Closing, upon delivery to the Purchaser at the Closing by the Company of the agreements, documents and instruments set forth in Section 4.03(d) and upon the Company’s receipt of the Initial Cash Payment Amount in accordance with Article III of this Agreement, good title to the Purchased Assets will pass to the Purchaser, free and clear of any Liens, except for Permitted Liens.

  • Seller shall instruct the bank maintaining Seller’s Account and the parties shall jointly instruct the bank maintaining the Escrow Account to confirm immediately upon receipt of payment of sums equal to the Initial Cash Payment Amount and the Escrow Amount respectively such receipt by telefax to OPPENLÄNDER RECHTSANWÄLTE Partnerschaft mbB (hereinafter.

  • The Initial Cash Payment Amount is 90 (ninety) percent of the Estimated Purchase Price (8.100.000 €, in words: eight million onehundredthousand Euro).

  • Sellers shall instruct the banks maintaining Sellers' Bank Account, and the Parties shall jointly instruct the Escrow Agent (defined in Section 4.3.1), to confirm immediately upon receipt (final credit to Sellers' Bank Account and final credit to the Escrow Account - endgultige Gutschrift) of payment of sums equal to the Initial Cash Payment Amount and the Escrow Amount, respectively, such receipt to be made by telefax and to be addressed to all Parties (the "PAYMENT CONFIRMATIONS").

  • The closing of the Offshore Investment (the “Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, ICBC Tower, 3 Garden Road, Central, Hong Kong, on the latest of the Onshore New Share Registration Date, the date on which the Company has received the Initial Cash Payment Amount, and the date on which the SBLC has been delivered, or on such other date and time as may be mutually agreed in writing by the Parties.


More Definitions of Initial Cash Payment Amount

Initial Cash Payment Amount shall have the meaning as defined in Section 4.1.4.1 INSURANCE POLICIES shall have the meaning as defined in Section 7.14 KEY EMPLOYEES shall have the meaning as defined in Section 7.11.2 KEY PERSONNEL CONTRACTS shall have the meaning as defined in Section 7.11.2 LEGAL ENTITY shall have the meaning as defined in Section 1 LSC shall have the meaning as defined in Section 1 MANAGEMENT ACCOUNTS shall have the meaning as defined in Section 4.1.3.1 MANAGERS shall have the meaning as defined in the Preamble MATERIAL AGREEMENTS shall have the meaning as defined in Section 7.10.1 MATERIAL CUSTOMERS shall have the meaning as defined in Section 7.20 MAY GROUP shall have the meaning as defined in Section 13.2 NOTES shall have the meaning as defined in Section 4.1.4.1 OWNED REAL ESTATE shall have the meaning as defined in Section 7.7.1 PARTIES shall have the meaning as defined in the Caption PARTIES FINANCIAL STATEMENTS shall have the meaning as defined in Section 5.1.4 PAYMENT CONFIRMATIONS shall have the meaning as defined in Section 4.1.6 PERMITS shall have the meaning as defined in Section 7.12.1
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Initial Cash Payment Amount means the excess of the Aggregate Purchase Price over the Second Cash Payment Amount, and “Second Cash Payment Amount” means USD1,450,000,000;
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Initial Cash Payment Amount has the meaning given to such term in Section 3.1(a).
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Related to Initial Cash Payment Amount

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Series A Distribution Payment Date has the meaning assigned to such term in Section 5.11(b)(i)(A).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Payment Amount has the meaning specified in Section 6.1.

  • Class A Distribution Amount As to any Distribution Date, the aggregate amount distributable to the Subclasses of Class A Certificates pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on such Distribution Date.

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

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

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Subordinated Amount, if any, for such Distribution Date.