Net Closing Consideration definition

Net Closing Consideration means have the meaning set forth in Section 2.1(b).

Net Closing Consideration means the following amount:

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

Examples of Net Closing Consideration in a sentence

• For the sake of clarity, if the Aggregate Net Adjustment Amount is a negative number, then such negative number shall be added to (and not subtracted from) the Aggregate Gross Closing Consideration for purposes of calculating the Adjusted Net Closing Consideration.

• Acquirer will withhold the Escrow Amount from the Adjusted Net Closing Consideration by withholding therefrom (in the manner and proportions contemplated by Section 1.8(a)) the Escrow Amount and depositing it with the Escrow Agent appointed pursuant to the Escrow Agreement (“ Escrow Agent”) to be held and administered per this Agreement and the Escrow Agreement.

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

• For purposes of determining the Adjusted Net Closing Consideration, there shall be an adjustment made for the Company’s net working capital and net cash at Closing in an amount as calculated in accordance with this Section 1.16 (the “Aggregate Net Adjustment Amount”).

More Definitions of Net Closing Consideration

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 means the following amount: 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. 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 is defined in Section 2.3(c).

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 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.