Common use of Transaction Consideration Clause in Contracts

Transaction Consideration. The transaction consideration shall be an amount equal to the sum of (i) Thirty Five Million Dollars ($35,000,000) plus (ii) the excess of the Company’s cash over Indebtedness on the Closing Date or minus (iii) the excess of Indebtedness over the Company’s cash on the Closing Date (the “Transaction Consideration”). Three (3) Business Days prior to the Closing, the Seller shall have caused the Company to deliver to the Purchaser, in a form reasonably agreed upon by the Purchaser, a good faith calculation of the amount of the Transaction Consideration (the “Transaction Consideration Statement”). The Transaction Consideration shall be paid at the Closing by the Purchaser as follows: