Closing Consideration Clause Samples
The Closing Consideration clause defines the total amount and form of payment that the buyer will provide to the seller at the closing of a transaction. This clause typically outlines whether the consideration will be paid in cash, stock, promissory notes, or a combination, and may specify any adjustments based on working capital or other financial metrics at closing. Its core function is to ensure both parties have a clear, mutual understanding of the financial terms at the point of closing, thereby reducing the risk of disputes over payment obligations.
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Closing Consideration. (a) In consideration of the sale, assignment, transfer and delivery of the Purchased Shares by the Seller to Buyer, at the Closing, Parent shall on behalf of Buyer deliver Seven Million Dollars (US$7,000,000), as adjusted in accordance with Section 2.3 below (the “Purchase Price”) payable Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) in shares of Parent Common Stock (the “Stock Consideration”) at an agreed upon value based upon the VWAP (the “Agreed Parent Share Price”), a senior secured promissory note of Holdings (the “Secured Note”) in the amount of One Million Dollars ($1,000,000), secured by the assets of Holdings (subject to adjustment as provided in section 2.3(c) for the amount of working capital balance, if any, on the Closing Date) (the “Final Working Capital”) and Two Hundred Fifty Thousand Dollars ($250,000) cash (the “Cash Purchase Amount”, and together with the Stock Consideration and Secured Note, the “Purchase Price”) to the Seller as follows:
(i) delivery to the Seller of an aggregate of (A) the Stock Consideration less the Escrow Shares minus (B) the number of shares equal to the Estimated Working Capital Deficiency Amount divided by the Agreed Parent Share Price (the “Closing Shares”); (C) the Secured Note plus (D) the value equal to the Estimated Working Capital Excess Amount and (E) the Cash Purchase Amount; and
(ii) delivery to the Escrow Agent of Fifteen (15%) percent of the Stock Consideration (the “Escrow Shares”).
(b) One Hundred (100%) Percent (the “Seller Percentage”) of the Closing Shares and the Escrow Shares (upon release under the terms of the Escrow Agreement) shall be distributed to Seller.
(c) In the event of a Qualified Financing, twenty-five (25%) percent of the net proceeds thereof shall be applied to repayment of principal and interest due under the Secured Note unless Seller shall have previously sold at least one-million ($1,000,000) of Stock Consideration on or prior to the date of closing of the Qualified Financing.
Closing Consideration. At the Closing, BNP shall issue the number of Units determined pursuant to Section 2.1(a) herein having an aggregate value of Four Million Three Hundred Sixty Thousand Dollars ($4,360,000), subject to increase or decrease by the adjustments in Section 3.2 below, but less the following amounts:
(i) the amount of the Outstanding Company Debt Financing as of the Closing Date;
(ii) all accrued but unpaid interest under the Outstanding Company Debt Financing as of the Closing Date; and
(iii) any charges or fees associated with property transfer and documentary taxes and all other costs related to the transfer of the Property (including fees, charges and expenses associated with the assumption of the Outstanding Company Debt Financing, all of which shall be paid by the Contributing Parties and shall be a reduction in the Contribution Price.
Closing Consideration. (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”).
(b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements:
(i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account;
(ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), t...
Closing Consideration. Upon the second Business Day immediately following the Closing, MSB shall deliver to OTI a cash payment in immediately available funds in the amount of the Closing Consideration, payable to the account designated in writing by OTI no later than two (2) Business Days prior to the Closing Date. On the date that is six (6) months after the Closing Date (or if such date is not a Business Day, the immediately following Business Day), MSB shall deliver to OTI a cash payment in immediately available funds of $15,000,000, payable to the account designated in writing by OTI no later than two (2) Business Days prior to such date.
Closing Consideration. At the Closing, as full and complete payment for the purchase of the Membership Interests at Closing, Purchaser shall pay the Closing Consideration, net of any withholding required under applicable law. The Purchase Price shall be paid by wire transfer of immediately available funds pursuant to written instructions delivered by the Seller to Purchaser at least two Business Days prior to the Closing.
Closing Consideration. As consideration for the Purchased Assets, at the Closing, the Acquirer shall:
(a) deliver or cause to be delivered to EPI the sum of [***] plus the Estimated Closing Date Inventory Value set forth in the statement referred to in Section 4.08(a) (together, the “Closing Consideration”) by electronic funds transfer of immediately available funds to the account specified by EPI; and Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
(b) assume the Assumed Liabilities. The Closing Consideration shall be exclusive of any value added tax which, if urged, shall be payable by Acquirer.
Closing Consideration. (a) Subject to Section 2.3, as consideration for the sale of the Acquired Assets to Cypress, at the Closing, Cypress shall pay to Cellatope $2,000,000 in cash via wire transfer to an account designated by Cellatope in writing to Cypress not less than two business days prior to the Closing (the “Closing Consideration”).
(b) Cellatope shall bear and pay, and shall reimburse Cypress and Cypress’ Affiliates for, any sales, use, transfer or similar Taxes, or documentary charges, recording fees or similar charges, fees or expenses that may become payable in connection with (i) the sale of the Acquired Assets to Cypress pursuant to this Agreement and (ii) any of the other transactions contemplated by this Agreement or any of the Related Agreements to which Cellatope is a party ((i) and (ii) collectively, the “Transactions”), other than recording fees and similar costs (including attorneys and patent agent fees) related to filing the assignment of any Acquired Patents or Acquired Trademarks with the United States Patent and Trademark Office.
(c) The consideration referred to in Section 2 shall be allocated among the Acquired Assets in accordance with Exhibit H attached hereto. The allocation prescribed by such schedule shall be conclusive and binding upon Cypress and Cellatope for all purposes, and no party shall file any Tax Return or other document with, or make any statement or declaration to, any Governmental Body that is inconsistent with such allocation.
Closing Consideration. For purposes of this Agreement, "Closing Consideration" means an amount equal to (i) $157,000,000 (the "Purchase Price"), plus (ii) Cash on Hand as of the Closing Date, minus (iii) Indebtedness as of the Closing Date, plus (iv) the amount, if any, by which the Estimated Net Working Capital exceeds the Net Working Capital Target, minus (v) the amount, if any, by which the Estimated Net Working Capital is less than the Net Working Capital Target and minus (vi) the unpaid Company Transaction Expenses as of the Closing Date.
Closing Consideration. MSB shall pay to OTI the amounts set forth in paragraph (a) of Exhibit 3.1 as set forth therein.
Closing Consideration. The closing consideration shall be delivered at the Closing as follows:
(A) Buyer shall pay to Seller, by wire transfer of immediately available funds, in accordance with (to the extent made available to Buyer) the wire transfer instructions delivered pursuant to Section 1.2, the Initial Cash Payment; and
(B) Buyer shall deliver the Initial Stock Consideration issued in book entry form to Seller.