Net Closing Cash Consideration definition

Net Closing Cash Consideration means an amount equal to (a) the Purchase Price, minus (b) the Adjustment Escrow Amount, minus (c) the Estimated Closing Indebtedness, plus (d) the Estimated Cash on Hand, minus (e) the Estimated Company Transaction Expenses.
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Net Closing Cash Consideration means the Closing Cash Consideration less the Pearl Purchase Price.
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Net Closing Cash Consideration means an amount equal to (a) the Purchase Price, minus (b) the Adjustment Escrow Amount, minus
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Examples of Net Closing Cash Consideration in a sentence

  • The Purchase Price shall be subject to adjustment at the Closing, and the Net Closing Cash Consideration shall be subject to adjustment following the Closing, in each case, in accordance with this Section 2.05 and Section 2.06.

  • Purchaser further acknowledges and agrees that that the calculation of Final Net Closing Cash Consideration shall be made in accordance with this Section 2.05 and Section 2.06, and shall not take into account any breach of Seller's representations, warranties or covenants hereunder which, for the avoidance of doubt, shall be addressed as claims for indemnification under Article X.

  • The Purchase Price shall be subject to adjustment at the Closing, and the Net Closing Cash Consideration shall be subject to adjustment following the Closing, in each case, in accordance with this Section 2.04 and Section 2.05.

  • If Seller disagrees with Purchaser’s calculation of the Closing Working Capital Amount, Seller may, within 20 days after receipt of the Closing Statement, deliver a notice to Purchaser disagreeing with such calculation(s) and setting forth in reasonable detail Seller’s (i) objection(s) to such calculation(s) of the Closing Working Capital Amount as set forth on the Closing Statement, and (ii) calculation(s) thereof and of the Final Net Closing Cash Consideration (an “Objection Notice”).

  • Purchaser further acknowledges and agrees that that the calculation of Final Net Closing Cash Consideration shall be made in accordance with this Section 2.05 and Section 2.06, and shall not take into account any breach of Seller’s representations, warranties or covenants hereunder which, for the avoidance of doubt, shall be addressed as claims for indemnification under Article X.


More Definitions of Net Closing Cash Consideration

Net Closing Cash Consideration means (i) the Closing Cash Consideration minus (ii) the amounts paid pursuant to Section 2.03(a)(ii).
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Net Closing Cash Consideration has the meaning set forth in Section 1.5.
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Net Closing Cash Consideration means the Closing Cash Consideration, less the sum of (i) the Aggregate Closing Cash Company Convertible Note Payoff Amount, (ii) the Aggregate Closing Cash Change of Control Amount, and (iii) the Closing Cash MergerTech Amount.
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Related to Net Closing Cash Consideration

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

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

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • 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.

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

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

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

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Earnout Amount has the meaning provided in Section 2.9(b).

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

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • 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.