Initial Closing Consideration definition

Initial Closing Consideration means the Estimated Closing Cash Consideration and the Closing Stock Consideration (provided that for purposes of calculating the Initial Closing Consideration and all allocations thereof, all shares of Counterparty Common Stock will be deemed to have a value equal to the Counterparty Closing Stock Price).

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Initial Closing Consideration means as set forth in Section 2.1bi.

Initial Closing Consideration means US$26,100,000.00

Examples of Initial Closing Consideration in a sentence

The Company shall be liable under this Section 7.5(a) in respect of Purchaser Indemnified Liabilities only to the extent the aggregate of such Purchaser Indemnified Liabilities exceed $10,000, in which case the Company shall be liable under this Section 7.5(a) for all Purchaser Indemnified Liabilities up to a maximum aggregate amount equal to the greater of (i) the Cummins Family Produce Value or (ii) the Initial Closing Consideration Value.
On the two (2) year anniversary of the Closing Date (the "Earn-out Closing Date"), and upon the following terms and conditions, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, such number of Preferred Shares as shall equal the quotient of (A) the excess (if any) of (x) the Cummins Family Produce Value (as such term is defined below) over (y) the Initial Closing Consideration Value divided by (B) the Original Issue Price (as such term is defined below).
The Purchaser shall be liable under this Section 7.5(b) in respect of Company Indemnified Liabilities only to the extent the aggregate of such Company Indemnified Liabilities exceed $10,000, in which case the Purchaser shall be liable under this Section 7.5(b) for all Company Indemnified Liabilities up to a maximum aggregate amount equal to the greater of (i) the Cummins Family Produce Value or (ii) the Initial Closing Consideration Value.
In the event the Cummins Family Produce Value does not exceed the Initial Closing Consideration Value, no Preferred Shares shall be issued under this Section 1.1(a)(ii).
For the avoidance of doubt, the Initial Closing Consideration represents Twenty Five Million Dollars ($25,000,000) worth of Common Stock plus a Fifteen Million Dollar ($15,000,000) premium, which premium represents the consideration paid in return for certain rights under the Collaboration Agreement, including rights under Sections 8.1 and 8.3 of the Collaboration Agreement.

More Definitions of Initial Closing Consideration

Initial Closing Consideration shall have the meaning ascribed to such term in Section 3.1.

Initial Closing Consideration shall have the meaning set forth in Section 2.6(b).

Initial Closing Consideration has the meanings set forth in Section 2.5 below

Initial Closing Consideration has the meaning provided such term in Section 1.2(a). “Initial EBITDA” means $12,600,000.

Initial Closing Consideration means an amount equal to (a) Nineteen Million Seventy-Five Thousand Dollars ($19,075,000), minus (b) Indebtedness, minus (c) the absolute value of the Estimated Closing Working Capital Adjustment, if the Estimated Closing Working Capital Adjustment is a negative number, minus (d) Transaction Expenses and minus (e) the Escrow Amount.

Initial Closing Consideration means the aggregate consideration payable at the Initial Closing pursuant to Section 1.3(d) of the Company Disclosure Letter.

Initial Closing Consideration means $100,000,000 (subject to adjustment, as provided in Section 3.7) less 50% of the Transaction Expenses outstanding as of the Closing in excess of $3,000,000.