Estimated Closing Consideration Sample Clauses

Estimated Closing Consideration. In exchange for all of the Membership Interests, at Closing, Buyer shall deliver the Closing Consideration as follows: (i) Buyer shall deliver each Seller such Seller’s Pro Rata Share of the Estimated Closing Cash Amount, by wire transfer of immediately available funds to a U.S. bank account designated by such Seller in writing not less than three (3) Business Days prior to the Effective Date. The Estimated Closing Cash Amount is subject to the adjustments contemplated by Section 2.3(b). (ii) Buyer shall deliver to each Seller such Seller’s Pro Rata Share of the Closing Stock Consideration, bearing such restrictive legends as may be required by applicable Law, The NASDAQ Stock Market rules and this Agreement. In the event the calculation of the total number of shares of Buyer Stock included in the Closing Stock Consideration or the calculation of any Seller’s Pro Rata Share thereof results in any fractional shares of Buyer Stock, Buyer shall have the option to deliver cash in lieu of such fractional shares of Buyer Stock, in an amount equal to the Buyer Stock Closing Price, multiplied by such fractional share of Buyer Stock, by wire transfer of immediately available funds to the U.S. bank account designated by such Seller pursuant to Section 2.3(a)(i). (iii) Buyer shall deliver the Escrow Amount to the Escrow Agent, by wire transfer of immediately available funds to a U.S. bank account designated by the Escrow Agent not less than three (3) Business Days prior to the Effective Date. (b) Working Capital and Other Adjustment to the Closing Cash Amount. (i) Following the Closing, in accordance with this Section 2.3(b), the Closing Cash Amount shall be: (A) reduced by the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital; or (B) increased by the amount, if any, by which the Closing Net Working Capital exceeds the Estimated Closing Net Working Capital. (ii) Without duplication of any adjustment made pursuant to Section 2.3(b)(i), the Closing Cash Amount shall be further: (A) decreased, dollar for dollar, by the amount of any Closing Indebtedness not included in the calculation of the Estimated Closing Indebtedness and the Estimated Closing Cash Amount; and (B) without duplication of any decrease under clause (A), decreased, dollar for dollar, by the amount of any Excluded Liabilities and 102596957.7 0059466-00008 11
Sample 1
AutoNDA by SimpleDocs
Estimated Closing Consideration. Purchaser shall pay or cause to be paid to Seller in cash (by wire transfer of immediately available funds to the account designated by Seller at least three (3) Business Days prior to the Closing) the estimated Closing Consideration as shown in the Preliminary Closing Statement.
Sample 1
Estimated Closing Consideration. At least five (5) Business Days prior to the Closing Date, the Seller Representative shall furnish to Buyer a certificate (the “Closing Schedule”) setting forth (a) a good faith estimate of Closing Cash (the “Estimated Cash”), (b) a good faith estimate of Working Capital (the “Estimated Working Capital”), (c) a good faith estimate of the aggregate amount of Company Debt outstanding on the Closing Date immediately prior to the Closing (the “Estimated Company Debt”), (d) a good faith estimate of the aggregate amount of Selling Expenses unpaid as of the Closing, (e) the Estimated Purchase Price and the Unitholder Closing Consideration calculated by taking into account the foregoing clauses (a) through (d), (f) the Pro Rata Percentage of each Seller, and the amount of the Unitholder Closing Consideration that each Seller is entitled to receive pursuant to the terms of the LLC Agreement and this Agreement, based on the Unitholder Closing Consideration and (g) a reasonably detailed schedule, including amounts, payees and such other information as may be reasonably requested by or on behalf of Buyer, of the Closing Consideration to be paid or delivered by Buyer, as determined in accordance with Section 2.4. The Seller Representative (i) shall provide Buyer with a reasonable opportunity to review and comment on the Closing Schedule, including the calculation of the components thereof, and (ii) shall consider in good faith any revisions proposed by Buyer.
Sample 1
Estimated Closing Consideration. At least three Business Days before the Closing Date, Seller shall prepare and deliver to Purchaser an estimated consolidated balance sheet of the Company, prepared in accordance with GAAP, applied on a basis consistent with the accounting principles, practices, procedures, methodologies and policies that were employed in preparing the Financial Statements (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) dated as of the Closing Date (the “Estimated Closing Balance Sheet”), and a good faith calculation of the Closing Indebtedness, the Closing Working Capital, and the Selling Expenses, respectively, as of the Closing Date and deliver to Purchaser for its review and approval a certificate (the “Closing Certificate”) setting forth such estimates and the calculation of the Estimated Closing Consideration. Following delivery of the Estimated Closing Balance Sheet and Closing Certificate, Purchaser will have the right to make reasonable inquiries regarding and suggested changes to the Estimated Closing Balance Sheet, Closing Certificate, Estimated Closing Working Capital, Closing Indebtedness, Selling Expenses, and Estimated Closing Consideration, and Seller shall prior to the Closing Date provide to Purchaser such additional information and answers to such inquiries, and Purchaser and Seller shall use commercially reasonable efforts to mutually agree with the estimates set forth in the Closing Certificate. As used herein, “Estimated Closing Indebtedness,” “Estimated Closing Working Capital,” and “Estimated Selling Expenses” mean the estimates of the Closing Indebtedness, Closing Working Capital, and Selling Expenses, respectively, derived from the Estimated Closing Balance Sheet and set forth in the Closing Certificate, and “Estimated Closing Consideration” means an amount equal to the Closing Consideration calculated as set forth in Section 1.2, assuming for purposes of such calculation that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Closing Working Capital is equal to the Estimated Closing Working Capital, and that the Selling Expenses are equal to the Estimated Selling Expenses.
Sample 1
Estimated Closing Consideration. The Seller has prepared and delivered to the Acquirer (at least three (3) Business Days prior to the Closing Date) an estimated balance sheet for the Acquired Companies as of the Closing Date, along with the Spreadsheet containing, among other things, Seller’s good faith estimate of the Closing Consideration and the components thereof (the “Estimated Closing Consideration”). The Spreadsheet shall be accompanied by invoices from each Person to whom any Seller Transaction Expenses are owed, indicating the total amount of such Seller Transaction Expenses. During the period between the date of delivery of the Spreadsheet to Acquirer and the Closing Date, Seller shall promptly provide to Acquirer such other supporting documentation, information and calculations as are reasonably necessary for Acquirer to review the information and calculations set forth in the Spreadsheet.
Sample 1
Estimated Closing Consideration. Vendors and Purchaser acknowledge that it will not be possible to determine the definitive Closing Consideration until the Closing Date Balance Sheet is available. Accordingly, two (2) Business Days prior to the Closing Date Vendors shall cause to be delivered to Purchaser an estimated balance sheet of the Corporation as at the end of the day immediately preceding the Closing Date and a statement (collectively with the said estimated balance sheet of the Corporation, the “Estimated Closing Consideration Statement”) setting forth, as at the end of the day immediately preceding the Closing Date and, where applicable, based on the said estimated balance sheet of the Corporation:
Sample 1

Related to Estimated Closing Consideration

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

Time is Money Join Law Insider Premium to draft better contracts faster.