Examples of Preliminary Cash Consideration in a sentence
The Company and the Shareholders understand that all amounts of Indebtedness and Company Expenses are the sole responsibility of the Company and the Shareholders, and the amounts paid pursuant to this Section 1.15 are being made on the Company and the Shareholders’ behalf and shall reduce the Preliminary Cash Consideration and Total Merger Consideration payable to the Shareholders under this Agreement.
Any purchase price (or portion thereof), i.e. the Preliminary Cash Consideration, the Stock Consideration and the Final Cash Consideration shall be allocated in the internal relationship between the Sellers on a pro rata basis, reflecting the portion of the Sold Shares sold by the respective Seller relative to all Sold Shares.
For the avoidance of doubt, if no such agreement can be reached, the amount set out in this Section 4.1.1 shall be the Preliminary Cash Consideration.
The Preliminary Cash Consideration, as adjusted pursuant to Section 2(e), the Escrow Fund, and the Closing Stock, together, are referred to herein as the “Purchase Price”.
Provided, however, if Closing occurs, and the Working Capital on the Determination Date after the adjustments made pursuant to Section 1.3 and 1.4 (inclusive of adjustments for the Republic Gas Fees) exceeds the amount of the Preliminary Cash Consideration, the Republic Gas Owners shall pay the amount of the excess, not to exceed the total amount of the Republic Gas Fees.
If any payments (other than payments under Section 4.2.3) are made after Closing by the Sellers to the Purchaser or vice versa, in each case, under this Agreement, the Preliminary Cash Consideration and/or the Final Cash Consideration and/or the Total Purchase Price, as applicable, shall be deemed to have been decreased if the payments are made by the Sellers to the Purchaser, or increased if the payments are made by the Purchaser to the Sellers, in each case, by an amount equal to such payments.
On the Closing Date, the Purchaser will have sufficient funds to make the payment of the Preliminary Cash Consideration on the terms and conditions contemplated by this Agreement.
The Company and the Shareholders understand that all amounts of Indebtedness and Transaction Expenses are the sole responsibility of the Company and the Shareholders, and the amounts paid pursuant to this Section 1.10 are being made on the Company and the Shareholders’ behalf and shall reduce the Preliminary Cash Consideration and Purchase Price payable to the Shareholders under this Agreement.