Total Closing Consideration definition

Total Closing Consideration means the total number of shares of NewCo Common Stock (on an as-converted to NewCo Common Stock basis to the extent there is more than one class of capital stock of NewCo) and/or other consideration issuable or payable (x) in respect of the assets and/or equity interests (including, for avoidance of doubt, Simple Agreements for Future Equity, equity awards and warrants) of the Surf Entities and the Company pursuant to the Business Combination Agreement or otherwise in connection with the Business Combination or in the Merger (y) and, to the extent applicable, in the Ampaire Equivalent Transaction (including, for this purpose (i) the maximum number of shares of capital stock of NewCo and/or other consideration issuable or payable (x) in respect of the assets and/or equity interests (including, for avoidance of doubt, Simple Agreements for Future Equity, equity awards and warrants) of the Surf Entities and the Company pursuant to the Business Combination Agreement or otherwise in connection with the Business Combination, the Merger and (y) to the extent applicable, the Ampaire Equivalent Transaction, in each case pursuant to any escrow, earn-out, holdback or other contingent event, but excluding (I) any shares of NewCo capital stock reserved for issuance pursuant to any equity incentive plans of NewCo but not subject to awards thereunder granted prior to the consummation of the Business Combination Agreement, the Business Combination or the Merger, (II) any shares of NewCo Common Stock issuable upon (x) the occurrence of any of the First Earnout Achievement Date, the Second Earnout Achievement Date, the Third Earnout Achievement Date, the Fourth Earnout Achievement Date (including by virtue of any deemed occurrence of the First Earnout Achievement Date, the Second Earnout Achievement Date, the Third Earnout Achievement Date and the Fourth Earnout Achievement Date pursuant to Section 2.10(f) of the Business Combination Agreement) pursuant to Section 2.10(a), Section 2.10(b), Section 2.10(c) Section 2.10(d), respectively, of the Business Combination Agreement and (y) the satisfaction of the Commercial and Strategic Arrangement condition, pursuant to Section 2.10(e) of the Business Combination Agreement, (III) shares of NewCo Common Stock issuable pursuant to the SkyWest Agreement, and (IV) shares of NewCo Common Stock issuable upon the exercise or conversion of the Excluded Interests.”

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Total Closing Consideration means an amount in cash equal to One Billion and Twenty-Eight Million Dollars ($1,028,000,000), plus the Total Closing Consideration Adjustment Amount (which may be a negative number).

Total Closing Consideration shall have the meaning set forth in Section 1.4(a)(xiv).

Examples of Total Closing Consideration in a sentence

Any payment made under this Section 2.4 to the maximum extent permitted by applicable Law, shall be treated for all Tax purposes as an adjustment to the Total Closing Consideration.
The Securityholder Representative shall deliver to Buyer an updated version of the Closing Payment Spreadsheet (the “Post-Closing Payment Spreadsheet”) within five (5) Business Days after the determination of the Final Total Closing Consideration in a form and substance reasonably satisfactory to Buyer and accompanied by documentation reasonably satisfactory to Buyer in support of the information set forth therein.
For example, if the Representative challenges the calculation of the Total Consideration in the Buyer Total Closing Consideration Calculation by an amount of $100,000, but the Independent Accounting Firm determines that the Contributing Securityholders have a valid claim for only $40,000, Buyer shall bear 40% of the fees and expenses of the Independent Accounting Firm and the Representative shall bear the other 60% of such fees and expenses.
The Buyer Total Closing Consideration Calculation and the resulting Total Consideration shall be deemed to be accepted by the Contributing Securityholders and the Representative, and shall become final and binding on the parties the expiration of the Objection Period, if no Objection Notice has been provided during such period.
Buyer shall provide the Representative and its representatives reasonable access at reasonable times and upon reasonable notice to the records, properties and personnel relating to the preparation of the Buyer Total Closing Consideration Calculation.

More Definitions of Total Closing Consideration

Total Closing Consideration means an amount equal to Eleven Million, Nine Hundred Thousand Dollars ($11,900,000), less the amount of the Net Equity Adjustment (expressed in U.S. Dollars) if the Adjusted Net Equity Amount is less than Two Hundred Thousand New Zealand Dollars ($200,000), plus the amount of the Net Equity Adjustment (expressed in U.S. Dollars) if the Adjusted Net Equity Amount is greater than Two Hundred Thousand New Zealand Dollars ($200,000), less any Special Third-Party Expenses and unpaid Third-Party Expenses.

Total Closing Consideration means, without duplication, an amount equal to (i) $170,000,000, less (ii) Closing Indebtedness, plus (iii) Closing Cash, less (iv) Third Party Expenses (not including any Third Party Expenses to the extent paid by the Company prior to the Closing), less (v) the Tax Amount, plus (vi) the Net Working Capital Surplus (if any), less (vii) the Net Working Capital Shortfall (if any), less (viii) the Promised Option Value.

Total Closing Consideration means a number of shares of Purchaser Capital Stock equal to (a) the Pre-Option Closing Consideration, minus (b) the number of shares of Purchaser Capital Stock issuable upon exercise of the Converted Options, calculated in accordance with Section 1.8(d)(i).

Total Closing Consideration means, without duplication, an amount equal to (a) $750,000,000, plus (i) Closing Cash, plus (ii) the Working Capital Adjustment Amount, less (iii) Closing Indebtedness, less (iv) all Third Party Expenses that are unpaid as of the Effective Time, plus (d) the Capital Expenditure Adjustment Amount. Total Closing Consideration and each of the subcomponents thereof shall be expressed in USD determined by multiplying any non-USD components by the applicable Exchange Rate.

Total Closing Consideration means the Enterprise Value, plus the Aggregate Exercise Price plus each of (i) Closing Cash, and (ii) the amount, if any, by which Net Working Capital exceeds Target Working Capital, minus each of (i) Closing Indebtedness, (ii) Transaction Expenses, and (iii) the amount, if any, by which Target Working Capital exceeds Net Working Capital, in each case as adjusted pursuant to Section 3.4 and 3.5.

Total Closing Consideration means an amount equal to (i) $3,800,0007,250,000.00, less (ii) Closing Indebtedness, less (iii) Third-Party Expenses (not including any Third-Party Expenses to the extent paid by the Company at or prior to the Closing), less (iv) the Transaction Payroll Taxes, less (v) the Estimated Working Capital Adjustment Amount (if a negative number), plus (vi) the Estimated Working Capital Adjustment Amount (if a positive number), plus (vii) the Estimated Inventory Amount less $1,100,000, less (viii) the Indemnity Escrow Amount, plus (ix) the Deposit.” Definition of “Total Consideration” in Annex A of the Agreement (marked to show changes):

Total Closing Consideration means, without duplication, such number of shares of Purchaser Capital Stock equal to (a) (i) the Base Consideration, plus (ii) Closing Cash, less (iii) Unpaid Liabilities (to the extent Closing Cash is not reduced by such amount), divided by (b) the Reference Price.