Closing Merger Consideration Clause Samples

Closing Merger Consideration. Exhibit 1 Closing Outstanding Common Stock Number................................................... Exhibit 1 Closing Per Share Cash Amount............................................................. Exhibit 1 Closing Per Share Common Stock Amount..................................................... Exhibit 1 Code.............................................................................................. 1 Company........................................................................................... 1

Closing Merger Consideration. The Parent shall deliver the Closing Merger Consideration to the Shareholders by delivering the Closing Per Share Cash Amount for the Converted Shares and providing evidence to the Shareholders' of notification of the Parent's stock transfer agent with respect to issuance of certificates representing the Closing Per Share Common Stock Amount applicable to the Converted Shares.

Closing Merger Consideration. On the Closing Date and simultaneous with the Effective Time of the Merger, the Parent shall issue to the Company Stockholder that number of shares of Parent Common Stock as shall be equal to the result of dividing (x) $2,000,000, by (y) the closing price per share of the Parent’s Common Stock, as traded on the Nasdaq Capital Markets (or other national securities exchange) on the trading day immediately prior to date of execution of this Agreement (the “Closing Merger Consideration”).

Closing Merger Consideration. (a) The aggregate consideration for the Merger, excluding the Contingent Merger Consideration Amount, shall be 95,555,556 Subordinate Shares (minus the number of Subordinate Shares to which the holder of any Appraisal Shares would be entitled with respect to the Closing Merger Consideration if such holder participated in the Merger), which number of Subordinate Shares shall be subject to adjustment as described in Section 3.2(b) (as so adjusted, the “Closing Merger Consideration”). (b) The Closing Merger Consideration shall be adjusted upwards or downwards, as applicable, based on the sum of the following amounts (the “Net Adjustment”), all determined as of the Effective Time: (i) the Closing Cash, plus (ii) the amount by which Closing Working Capital is greater than the Target Working Capital, or minus the amount by which Closing Working Capital is less than Target Working Capital; minus (iii) the Closing Indebtedness; minus (iv) the aggregate amount of Company Transaction Expenses; plus (v) the amount of the Covered Expenses; minus (vi) Company Closing Bonuses that have not been paid as of the Effective Time (which shall be paid by the Company or the applicable Acquired Company, less any applicable withholding taxes, to the applicable Company Associate through the payroll system of the applicable Acquired Company on the first normal payroll date of the applicable Acquired Company following such deposit); minus (vii) the aggregate amount of any Termination Obligations that have not been paid as of the Effective Time by the applicable Acquired Company; minus (viii) $24,000,000 to reflect the agreed value of the Rollover Options issued pursuant to Section 2.5 (the “Option Value”). The Net Adjustment shall be estimated at Closing and the number of Subordinate Shares issuable in respect of the Closing Merger Consideration shall be increased or decreased to account for the Estimated Net Adjustment (such number of Subordinate Shares, the “Estimated Closing Merger Consideration”) in accordance with Section 3.3 and shall be subject to further adjustment after the Closing in accordance with Section 3.6.

Closing Merger Consideration. (a) The closing of the Merger (the “Closing”) shall take place within three (3) Business Days after the satisfaction or waiver of each of the conditions set forth in Article 5 (except for such conditions that by their nature will be satisfied at Closing, but subject to the fulfillment or waiver of such conditions) or at such other time as the parties mutually agree in writing. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” The Closing shall take place at the offices of APC, 1▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other location as APC and the Company mutually agree. The date on which the Closing actually occurs is herein referred to as the “Closing Date.” (b) Subject to adjustment in accordance with this Agreement (including Section 1.9), the aggregate consideration payable by APC pursuant to this Article 1 shall be an amount equal to 1,618,544 shares of Common Stock of APC (the “Merger Consideration”). (c) At the Closing, APC shall, as more fully described in Section 1.4 and Section 1.5: (i) deliver the Withheld Shares and the Milestone Shares (the Withheld Shares and the Milestone Shares referred to collectively as the “Escrow Shares”) to the Escrow Agent, to be administered by the Escrow Agent pursuant to the terms of this Agreement; and (ii) pursuant to the procedure described in this Article 1, deliver to the Stockholders the Merger Consideration to which they are entitled, minus the Withheld Shares, minus (2) a number of shares of APC Common Stock constituting the Milestone Shares, minus (3) a number of Escrow Shares (based on the market price of the APC Common Stock as of the close of business on the Business Day before the Closing Date) with a value equal to the amount (if any) of the Excess Specified Assets/Liabilities, as reflected in the Certified Closing Report delivered pursuant to Section 1.8(a) (the “Closing Consideration Amount”).

Closing Merger Consideration. The consideration for the Merger (the "Closing Merger Consideration") will be paid to Target Shareholders in a combination of cash and equity as follows:

Closing Merger Consideration. The total consideration to be paid to the Holders in respect of the Merger shall consist of (a) the Closing Merger Consideration, and (b) the Earnout Consideration. The Closing Merger Consideration shall be paid to the Holders at the Closing and the Earnout Consideration shall be paid as provided in Section 3.03(c), in each instance, in accordance with the Allocation Schedule and the terms and conditions set forth herein.

Closing Merger Consideration. The “Company Closing Merger Consideration” shall be payable to Sellers and equal to the sum 251,087 Common Shares.

Closing Merger Consideration. (a) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Evolent Entities (a) an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), and (b) a statement (the “Company Closing Statement”) setting forth the Company’s calculation of (i) Estimated Closing Net Working Capital, Estimated Closing Net Cash (including the Company’s estimate of Indebtedness, the Company Expenses, and the Representative Expenses) and (ii) an estimated calculation derived therefrom of the Closing Merger Consideration (the “Estimated Closing Merger Consideration”). The Estimated Closing Balance Sheet shall be prepared on a consolidated basis for the Company and its Subsidiaries in accordance with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Sample Calculation of Net Working Capital. In addition, in connection with the delivery of the Estimated Closing Balance Sheet and the Company Closing Statement, the Company shall calculate and prepare in accordance with the terms of this Agreement and the Company’s Amended and Restated Certificate of Incorporation a schedule of the Estimated Closing Merger Consideration (the “Closing Merger Consideration Schedule”), which schedule shall contain wire instructions and other necessary information to make the payments and issuances contemplated by Section 4C, 4D, and 4E. In connection with the delivery of the Estimated Closing Balance Sheet, the Company Closing Statement and the Closing Merger Consideration Schedule, the Company shall deliver appropriate reasonable evidence of the amounts used therein. (b) Following the delivery of the Estimated Closing Balance Sheet, the Company Closing Statement and the Closing Merger Consideration Schedule, the Company and its Subsidiaries shall consider in good faith any comments of Buyer to the Estimated Closing Balance Sheet, the Company Closing Statement and the Closing Merger Consideration Schedule and the calculations set forth therein. (c) The Evolent Entities’ remittance of the amounts and/or issuance of Evolent Equity set forth in the Closing Merger Consideration Schedule shall be made (i) by wire transfer of immediately available funds pursuant to wire transfer instructions given to Buyer by the applicable recipients stated in the Closing Merger Consideration Schedule (such wire tra...