Initial Closing Cash Consideration definition

Initial Closing Cash Consideration has the meaning set forth in Section 2.2(a).

Initial Closing Cash Consideration means (i) the Initial Closing Base Cash Consideration, plus (ii) the amount, if any, by which the Net Working Capital is greater than the sum of (x) the Target Net Working Capital, plus (y) the Collar Amount, minus (iii) the amount, if any, by which the Net Working Capital is less than the result of (x) the Target Net Working Capital, minus (y) the Collar Amount, minus (iv) Closing Indebtedness, minus (v) unpaid Transaction Expenses, plus (v) Closing Cash.

Initial Closing Cash Consideration means an amount in cash equal to the Initial Purchase Price minus $80,000,000. “Initial Purchase Price” shall mean (i) the Base Purchase Price, (ii) (A) plus the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or (B) minus the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Date Working Capital, plus (iii) the Estimated Closing Date Cash, minus (iv) the Estimated Closing Date Indebtedness, minus (v) the Estimated Closing Date Transaction Expenses, plus (vi) the Estimated Closing Date Company’s Proportionate Share Shortfall. “Intellectual Property Rights” shall mean, collectively, all past, present and future intellectual property, industrial and proprietary rights and related priority rights of any kind, whether registered or unregistered, and whether protected, created or arising under the Laws of the U.S., any state, any other country or jurisdiction, or international treaty regime or convention, including all rights, title and interests in and to any of the following: (i) Trademarks; (ii) Patents; (iii) Copyrights; (iv) Trade Secrets; (v) internet domain names; (vi) industrial designs; (vii) rights in databases and data collections (including knowledge databases, customer lists and customer databases), and (viii) all past, present and future claims and causes of action arising out of or related to infringement or misappropriation of any of the foregoing. “Interim Balance Sheet” shall have the meaning set forth in Section 3.6. “Interim Financial Statements” shall have the meaning set forth in Section 3.6. “Inventory” shall mean inventories of raw materials, work-in-process and finished products, and all spare, service and repair parts, supplies and components held for sale, together with related packaging materials. “Investment Screening Laws” means any Law or Order designed or intended to prohibit, restrict or regulate investment made by any Person into business interests located in a foreign country. “Investor Rights Agreement” means the Amended and Restated Investors’ Rights Agreement, dated February 10, 2022, by and among Buyer and the investors listed on Schedule A thereto. “IP Assignment Agreement” means an intellectual property assignment agreement, substantially in the form of Exhibit C hereto, pursuant to which the Company will convey, transfer, assign and deliver to Buyer all rights, title and interests in, to and under certain Intellectual Property Rights ...

Examples of Initial Closing Cash Consideration in a sentence

• The aggregate amount of items (ii) – (vii) above is referred to herein as the “Closing Cash Adjustment”, and such amount, together with the amount of the Closing Cash Base Amount, is referred to herein as the “Initial Closing Cash Consideration.” The Initial Closing Cash Consideration will be subject to further adjustment after the Closing pursuant to Section 2.11 and Section 10.5. For the avoidance of doubt, the aggregate Closing Cash Adjustment may be a positive or a negative number.

• Buyer hereby acknowledges, based solely on the representations and warranties set forth in Section 4.2(d), that the Purchased Assets are owned by Seller Parent only (and not Seller Subsidiary) and, therefore, Seller Subsidiary has no rights to receive any of the Initial Closing Cash Consideration, the Shares, the Milestone Payments (if any) and Contingent Asset Purchase Payments (if any).

• The Closing will be deemed to be effective as of 12:01 a.m. Eastern Standard Time on the Initial Closing Date for income Tax and accounting purposes (except as contemplated by the component definitions of Initial Closing Cash Consideration).

• For the avoidance of doubt, in the event that Purchaser provides funding to Seller or its Affiliates pursuant to this Section 10.20, the Parties expressly acknowledge and agree that such funding amount shall not be deemed to be Closing Indebtedness or a liability for the purposes of determining Net Working Capital, nor shall it otherwise be taken into consideration in connection with the calculation of the Initial Closing Cash Consideration or the Change-in-Control Closing Consideration Amount.

• Notwithstanding any provision to the contrary in this Agreement, for purposes of determining the Initial Closing Cash Consideration and the Final Closing Cash Consideration, and the components thereof, such amounts shall not take into account any actions taken by Purchasers, any affiliate of any Purchaser, the Seller or the Operating Companies in connection with the sale and purchase of the Equity Interests following the consummation of the Closing.

• Each Seller shall receive a pro rata share of the Initial Closing Cash Consideration and the Initial Closing Buyer Common Stock Consideration (rounded to the nearest share) based on the amount of Initial Closing Equity Interests sold by such Seller.

• Subject to the adjustments set forth in Section 2.14 hereof, the aggregate consideration to be paid by Buyer at the Initial Closing (the “Initial Closing Consideration”) shall consist of the following: (a) the Initial Closing Cash Consideration and (b) the Initial Closing Buyer Common Stock Consideration.

• In addition to those requirements contained in Title 17– Land Use Code, the following design standards are applicable to new developments utilizing bonus density.

• If the Seller does not deliver an Objection Notice within the time period specified above (provided that Buyer has fully complied with its obligations under Section 2.4(c) above), then Buyer’s determination of Initial Closing Cash Consideration as set forth in the Initial Closing Statement will be deemed to have been accepted by the Seller and shall be final and binding.

• If the applicable Interim Period Management Fees (as finally determined pursuant to Section 2.5(c)) are less than the applicable Estimated Interim Period Management Fees, then the Initial Closing Cash Consideration or Delayed Closing Cash Consideration, as applicable, will be adjusted upward by the amount of such shortfall and Parent shall pay or cause to be paid an amount equal to such shortfall to Seller in accordance with Section 2.5(h).

More Definitions of Initial Closing Cash Consideration

Initial Closing Cash Consideration means Four Million Dollars ($4,000,000).

Initial Closing Cash Consideration has the meaning given in Clause 4.1(a);