Total Closing Cash Consideration definition

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

  • At the Closing, Acquiror shall deposit, or cause to be deposited, with the Exchange Administrator an amount of cash equal to (i) the Total Closing Cash Consideration (as set forth in the Company Closing Statement) less (ii) that portion of the Total Closing Cash Consideration that it reasonably determines appropriate to be paid through payroll distributions of the Surviving Corporation, Acquiror, or other Person, in accordance with the terms of this Agreement (the “ Exchange Fund ”).

  • 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.

  • In addition, current law requires political contributions to be disclosed to state or local election officials.• Independent Expenditures.

  • Thus, it is clear from the trial court’s opinion that the trial court credited Yablonski’s testimony over the testimony of KWBH’s witness, James Bauerle, who is the Director of Legal and Business Services and a partner with KWBH.


More Definitions of Total Closing Cash Consideration

Total Closing Cash Consideration means (A) ($30,000,000 minus 25% of the Unvested Company Options Aggregate Value), plus (B) the Company Net Working Capital Surplus set forth on the Closing Financial Certificate (if any), plus (C) the aggregate exercise price of all Vested Company Options and Company Warrants that are issued and outstanding immediately prior to the First Effective Time, minus (D) the aggregate amount of Company Debt set forth on the Closing Financial Certificate (if any), minus (E) the Company Net Working Capital Deficit set forth on the Closing Financial Certificate (if any).
Sample 1
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

Related to Total Closing Cash Consideration

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • 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 Value on the Valuation Date of the Shares 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 Stock Price as of the last day of any Performance Measurement Period.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • 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.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • 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.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).