Total Closing Cash Consideration definition

Total Closing Cash Consideration means, without duplication, an amount of cash equal to (i) twenty million dollars ($20,000,000), plus (ii) the aggregate exercise price of the Company A-1 Warrants, plus (iii) Closing Cash, less (iv) Unpaid Liabilities (to the extent Closing Cash is not reduced by such amount), plus (v) the Net Working Capital Surplus (if any), minus (vi) the Net Working Capital Shortfall (if any), plus (vii) the VWAP Adjustment Amount.
Sample 1
Total Closing Cash Consideration means an amount equal to $3,200,000 less the amount of Third Party Expenses incurred by the Company (other than the audit fees of Xxxxx-Xxxxx LLP incurred in contemplation of the Merger), whether on behalf of the Company or the Members, and not paid directly by the Members or for which the Members have reimbursed the Company prior to the Closing, if any.
Sample 1
Total Closing Cash Consideration means the sum of the Alabama Partner Closing Cash Amount with respect to all Alabama Partners.
Sample 1

Examples of Total Closing Cash Consideration in a sentence

  • In case there is more than one inverter, AC cables exiting the inverters would be connected on one of the sub-stations into one big cable going to the grid.

  • The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the Total Closing Cash Consideration as promptly as practicable, and to resolve only those unresolved disputed items set forth in the Adjustment Objection Notice, which resolution shall be within the range of the difference between Acquiror’s positions with respect to such items and Securityholder Representative’s positions with respect to such items.

  • The resolution of the dispute and the calculation of the Total Closing Cash Consideration that is the subject of the Adjustment Objection Notice by the Independent Accountant will be final, [***] Confidential treatment has been requested for the bracketed portions.

  • To the extent any such amounts were taken into account in the calculation of Total Closing Cash Consideration, but are not ultimately [***] Confidential treatment has been requested for the bracketed portions.

  • Acquiror has and will have at Closing sufficient funds available to pay the Total Closing Cash Consideration and any expenses incurred by Acquiror in connection with the Merger and the other transactions contemplated by this Agreement and the Acquiror Related Agreements.

  • The Securityholder Representative shall not have any power or authority to bind any Company Securityholder to any obligations or restrictions applicable to such Company Securityholder beyond the subject matter of an Indemnifiable Matter, the determination of the Final Total Closing Cash Consideration and the determination of Total Earnout Consideration.

  • If, to take the obverse of the hypothesis earlier set out, a Storeman were assigned from time to time to perform the work of a Clerk-Typist, he would be paid at all times at the higher rate, as the collective agreement requires.


More Definitions of Total Closing Cash Consideration

Total Closing Cash Consideration means an amount of cash equal to (a) the Total Cash Consideration less (b) the Escrow Cash less (c) the Advance Amount.
Sample 1

Related to Total Closing Cash Consideration

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

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • 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.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(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 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.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.