Common use of Closing Merger Consideration Clause in Contracts

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. (aAt the Closing, Parent shall make payments in accordance with Section 2.13(b) The aggregate consideration for and the MergerConsideration Spreadsheet, 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 in an amount equal to the result of (i) the Preferred Preference Merger Consideration, plus (ii) the Common Preference Merger Consideration, plus (iii) the Closing Participation Merger Consideration if such holder participated in Consideration, minus (iv) the MergerExchanged Options Exercise Price minus (v) the Shareholder Obligations Amount (the result of immediately preceding clauses (i) – (v), which number of Subordinate Shares shall be subject to adjustment as described in Section 3.2(b) (as so adjusted, the “Closing Merger Consideration”). . For purposes hereof, the “Closing Participation Merger Consideration” shall be equal to the result of the following: (a) the Purchase Price; plus (b) The Closing Merger Consideration shall be adjusted upwards or downwards, as applicable, based on the sum of the following amounts Exchanged Options Exercise Price; plus (the “Net Adjustment”), all determined as of the Effective Time: (ic) the Closing Cash, plus Shareholder Obligations Amount; plus (iid) the amount amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital; minus (e) the amount, if any, by which the Target Net Working Capital is greater than the Target Working Capital, or minus the amount by which Estimated Closing Working Capital is less than Target Net Working Capital; minus minus (iiif) the Closing IndebtednessPreferred Preference Merger Consideration; minus minus (ivg) the Common Preference Merger Consideration; minus (h) the Indemnification Escrow Amount; minus (i) the Adjustment Escrow Amount; minus (j) the Shareholder Representative Expense Amount; minus (k) 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 Indebtedness 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 set forth on the first normal payroll date of the applicable Acquired Company following such deposit)Estimated Closing Indebtedness Certificate; minus plus (viil) the aggregate amount of any Termination Obligations that have not been paid Closing Cash 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 set forth on the Estimated Net Adjustment Closing Cash Certificate; minus (such number m) the amount of Subordinate Shares, unpaid Transaction Expenses as set forth in 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 3.6Transaction Expenses Certificate.

Closing Merger Consideration. ‌ (a) The aggregate consideration for the Merger, excluding the Contingent Merger Consideration AmountAmount(s), shall be 95,555,556 55,000,000 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, plusplus‌ (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; plusplus‌ (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 23,000,000 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.