Net Closing Consideration definition

Net Closing Consideration shall have the meaning set forth in Section 2.2(a)(i).

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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 (B) the Fixed Assets Estimated Closing Value is less than $2,000,000.

Net Closing Consideration has the meaning set forth in Section 1.1(P).

Examples of Net Closing Consideration in a sentence

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

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

• 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.

• 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.

• Notwithstanding the foregoing, none of the Exchange Agent, Parent, Merger Subsidiary, the Company or the Surviving Corporation shall be liable to a holder of Company Common Stock for any Net Closing Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws.

• 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").

• 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.

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

• Unless otherwise required by Applicable Law, any indemnity payment made pursuant to this Agreement shall be treated for all Tax purposes as an adjustment to the Net Closing Consideration.

More Definitions of Net Closing Consideration

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. Section 2.2(a) “Outside Date” Section 10.1(d) “Patents” Section 1.1

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 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.

Net Closing Consideration is defined in Section 2.3(c).