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.”
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 an amount in cash equal to Six Hundred and Seventy Million Dollars ($670,000,000), plus the Total Closing Consideration Adjustment Amount (which may be a negative number).
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.
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.
At the Closing, Buyer shall transfer or cause to be transferred through the payroll service of Buyer or the Surviving Corporation or the Payment Agent, as determined by Buyer, that portion of the Total Closing Consideration to be paid to the Company Optionholders with respect to their Vested Company Options pursuant to Section 1.3(c)(i).
To do this, the child and at least one of the parents must declare their place of residence in Vilnius city.
More Definitions of Total Closing Consideration
Total Closing Consideration shall have the meaning set forth in Section 1.4.
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 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 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, (iii) the amount, if any, by which Target Working Capital exceeds Net Working Capital, in each case of (i) through (iii) as adjusted pursuant to Section 3.4 and 3.5, and (iv) the Specified Action Closing Consideration Adjustment.
Total Closing Consideration means twenty million dollars ($20,000,000). Other capitalized terms defined elsewhere in this Agreement and not defined in this Article I shall have the meanings assigned to such terms in this Agreement as follows: Agreement Preamble Agreement Date Preamble Cactus Sub Preamble Cancellation Agreement Section 2.1(a)(iv) Certificates Section 2.5(a) Claim Section 9.3(a) Claims Period Section 9.3 COBRA Section 3.17(c) Contested Claim Section 9.6(b) Company Preamble Company Benefit Arrangements Section 3.17(a) Company Employee Plan Section 5.14 Company Indemnified Person Section 6.8(a) Company Representatives Section 5.8(a) Consent Recitals Continuing Employees Section 6.9 D&O Insurance Section 6.8(c) Damages Section 9.2 Employment Agreement Recitals ERISA Section 3.17(a) ERISA Affiliate Section 3.17(a) Escrow Agreement Section 2.2 Exchange Agent Section 2.5(a) First Merger Recitals Governmental Permits Section 3.15(b) Holder Section 6.5(b) Indemnified Party Section 6.5(e)(iii) Indemnifying Party Section 6.5(e)(iii) Information Statement Section 5.5 IRS Section 3.8(a) Leased Real Property Section 3.10 Letter of Transmittal Section 2.5(a) Merger Recitals Mutual CDA Section 5.9 Nonaccredited Holders Section 2.1(a)(v) Notice of Claim Section 9.3(b) Option Section 2.1(d) Parachute Payment Waiver Section 5.12 Parent Preamble Parent Indemnified Person(s) Section 9.2 Parent SEC Reports Section 4.6(a) Registration Effective Period Section 6.5(c)(i) Registration Expenses Section 6.5(d) Representative Expenses Section 9.10(b) Registration Statement Section 6.5(b) Registrable Shares Section 6.5(a) Saguaro Sub Preamble Second Merger Recitals SOX Act Section 4.6(b) Stockholder Approval Section 3.3(d) Stockholder Representatives Preamble Surviving Entity Recitals Suspension Period Section 6.5(c)(iii) Suspension Right Section 6.5(c)(iii) Third-Party Claim Section 9.3(b)(ii) Violation Section 6.5(e)(i) Voting Agreement Recitals WARN Act Section 3.17(s)
Total Closing Consideration has the meaning set forth in Section 2.2.
Total Closing Consideration means an amount equal to (A) the Total Consideration,minus (B) the Tournament Payment, minus (C) theInitial Payment.