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Net Closing Consideration definition

Net Closing Consideration means the following amount: (1) If the sum of (a) the Aggregate Inventory Estimated Closing Net Value and (b) the Fixed Assets Estimated Closing Value exceeds $2,000,000, then "Net Closing Consideration" will be equal to the sum of (x) the Closing Consideration plus (y) the amount by which the sum of (A) Aggregate Inventory Estimated Closing Net Value plus (B) the Fixed Assets Estimated Closing Value exceeds $2,000,000. (2) If the sum of (a) the Aggregate Inventory Estimated Closing Net Value and (b) the Fixed Assets Estimated Closing Value is less than $2,000,000, then "Net Closing Consideration" will be equal to the difference of (x) the Closing Consideration less (y) the amount by which the sum of (A) the Aggregate Inventory Estimated Closing Net Value plus
Net Closing Consideration shall have the meaning set forth in Section 2.2(a)(i).
Net Closing Consideration has the meaning set forth in Section 1.1(P).

Examples of Net Closing Consideration in a sentence

  • CFGP shall exclude all accrued expenses included in Closing Working Capital and all adjustments to Net Closing Consideration.

  • The Net Closing Consideration will be allocated in accordance with an agreement between Buyer and Seller after the Closing Date.

  • The Merger Filing does not include certain provisions contained in this Agreement, including, but not limited to, provisions relating to the calculation of the Net Closing Consideration, the Closing Working Capital, the Earn-Out and amounts that may be due and payable by the Parties pursuant to Article IX hereof.

  • Except as otherwise required under applicable Legal Requirements, all indemnification payments made pursuant to this Section 6 will be treated as an adjustment to the Net Closing Consideration.

  • The Estimated Net Closing Consideration shall be in accordance with Exhibit C.

  • Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar Laws) receive in exchange therefor the Net Closing Consideration, without any interest thereon.

  • The consideration to be delivered at Closing shall be the Gross Closing Consideration, as adjusted pursuant to Section 3.1(b), (c) and (d) above (the "Net Closing Consideration").

  • Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration distributable by Acquirer to the Company Securityholders: (i) at Closing exceed the Adjusted Net Closing Consideration; and (ii) at any time exceed the sum of (A) the Adjusted Net Closing Consideration and (B) the total Earnout Payments payable pursuant to Section 5.19.

  • The intention is not only to stimulate research and debate within scholarly circles, but also to enhance public awareness of the region and facilitate the search for viable solutions to the varied problems confronting the region.

  • If the Net Closing Consideration as finally determined is (i) less than the Estimated Net Closing Consideration and (ii) the amount of such difference is $50,000 or less, then the Holdback shall be reduced by such difference.


More Definitions of Net Closing Consideration

Net Closing Consideration is defined in Section 2.3(c).
Net Closing Consideration has the meaning set forth in Section 1.1(P). (DDD) “Neutral Accounting Firm” has the meaning set forth in Section 1.6(C). (EEE) “Objection Notice” has the meaning set forth in Section 1.6(B).
Net Closing Consideration. Section 2.2(a) “Outside Date” Section 10.1(d) “Patents” Section 1.1
Net Closing Consideration means an amount equal to the sum of (i) the Closing Consideration minus (ii) the aggregate exercise price of the Company Stock Options outstanding immediately prior to the Effective Time (other than any exercise price attributable to any Company Stock Options referred to in the first sentence of Section 2.01(c)(ii)) minus (iii) all amounts due under the Stockholder Notes Receivables as of immediately prior to the Effective Time.
Net Closing Consideration means an amount equal to (a) the Closing Purchase Price, minus (b) the Estimated Debt.
Net Closing Consideration shall be an amount equal to: (i) $30,000,000, as decreased by any Estimated Working Capital Shortfall; minus (ii) all Company Transaction Fees (to the extent unpaid as of the Effective Time); minus (iii) all Change in Control Payments (to the extent unpaid as of the Effective Time); minus (iv) all Debt of the Company (to the extent outstanding as of the Effective Time); plus (v) the Closing Cash; plus (vi) the Warrant Exercise Price. The Net Closing Consideration shall be: (x) initially allocated among the holders of Company Securities in accordance with the provisions of Sections 2.2 and 2.3 distributed in accordance with Sections 2.5 and 2.6; and (y) subject to adjustment following the Closing pursuant to Section 2.1(a)(viii) based on the Final Adjustment Amount. Notwithstanding any adjustments that may be made to the Net Closing Consideration following the Closing pursuant to Section 2.1(a)(viii) based on the Final Adjustment Amount, the parties acknowledge and agree that the Estimated Adjustment Amount shall be used for purposes of determining the amount of the Net Closing Consideration on the Closing Date.

Related to Net 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 Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

  • 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).

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

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

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

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

  • 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.

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

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

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • 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.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.