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

  • 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).

  • 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).

  • Any indemnity payment under this Agreement shall be treated as an adjustment to the Initial Closing Consideration for Tax purposes (except to the extent otherwise required by a “final determination” within the meaning of the Code).

  • 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.

  • A sample Closing Payment Allocation Schedule is set forth on Schedule I and illustrates the agreed methodology for the allocation of the Initial Closing Consideration and, other than any payments to be made pursuant to the Adjustment Payment Allocation Schedule, the Final Closing Consideration among Sellers.

  • At the Closing, (a) Seller will deliver to Purchaser an assignment of the Interests in the form attached hereto as Exhibit B (an “Assignment of Interest”), and (b) Purchaser shall deliver to Seller the Initial Closing Consideration, which is set forth behind Schedule 2.2(a).

  • This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns; provided, however, that the provisions in Section 2 above concerning payment of the Merger Consideration and the Initial Closing Consideration are intended for the benefit of Target Stockholders and the provisions of Section 5.5 are intended for the benefit of the directors and officers of Target and its Subsidiaries.

  • If the Estimated Closing Working Capital Adjustment is zero, then no adjustment to the Initial Closing Consideration shall be made.


More Definitions of Initial Closing Consideration

Initial Closing Consideration has the meaning provided such term in Section 1.2(a). “Initial EBITDA” means $12,600,000.
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Initial Closing Consideration has the meaning specified in Section 2.3.
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Initial Closing Consideration shall have the meaning ascribed to such term in Section 3.1.
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Initial Closing Consideration has the meanings set forth in Section 2.5 below
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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.
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Initial Closing Consideration means US$26,100,000.00
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Related to Initial 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 Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

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

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

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

  • Second Closing has the meaning set forth in Section 2.2.

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

  • 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.

  • 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.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • 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.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Second Closing Date means the date of the Second Closing.

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

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

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

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.