Common use of Transaction Consideration Clause in Contracts

Transaction Consideration. The consideration to be paid to Seller for all of its Company Shares at the Closing shall be Seller’s pro rata portion of the cash consideration and Pubco Common Shares due to such Seller in accordance with Section 2.2 of Business Combination Agreement. A portion of the equity consideration equal to two and one-half percent (2.5%) of the total consideration that would otherwise be paid to all Sellers at the Closing (i) shall be reserved in escrow at and following the Closing pursuant to the Escrow Agreement, and (ii) following determination of any purchase price adjustments in accordance with Section 2.5 of the Business Combination Agreement and deductions from such escrow for any downward purchase price adjustments in accordance with the terms thereof, the remainder shall be released back to the Sellers in accordance with Sections 2.3 and 2.5 of the Business Combination Agreement.