Examples of Second Tranche Consideration in a sentence
If the Transition Services Agreement has not been executed and delivered at the Closing by the parties thereto, then, unless the Buyer and the Seller shall agree in writing otherwise, the Second Tranche Consideration shall be reduced by an amount equal to US$30,000,000, and such reduction shall be deemed to have taken place immediately prior to the Closing.
The aggregate consideration for the sale and purchase of the Sale Shares (the “Consideration”) shall be a cash amount in U.S. Dollar equal to the sum of the First Tranche Consideration, the Second Tranche Consideration, the Third Tranche Consideration and the Fourth Tranche Consideration, in each case, as determined, adjusted and paid in accordance with the terms and conditions herein.
Any adjustment to the Second Tranche Consideration made pursuant to this Section 6.7 shall be treated as an adjustment to the Consideration for all Tax purposes unless otherwise required by any applicable Law.
The Second Tranche Consideration of $44.4 million, which was paid in a combination of cash and the Company’s common stock, has been recorded as goodwill.
Upon the earlier to occur of [***] Parent shall deliver to Seller the Second Tranche Consideration.
For the avoidance of doubt, the amount of any Gross Closing Consideration or Total Closing Consideration, as applicable, otherwise distributable to each holder of Seller’s outstanding Preferred Shares in an Equityholder Distribution shall be reduced by the amount of the Second Tranche Consideration allocated to such holders of Preferred Shares, and such amount shall instead be ratably allocated among the other Equityholders entitled to such distribution.