Base Closing Payment definition

Base Closing Payment means an amount equal to (a) Ninety-Two Million U.S. Dollars (U.S. $92,000,000), plus (b) Base Estimated Cash, less (c) the amount, if any, by which the Base Estimated Net Working Capital is less than the Base Target Net Working Capital, plus (d) the amount, if any, by which the Base Estimated Net Working Capital is greater than the Base Target Net Working Capital.
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Base Closing Payment shall have the meaning specified in Section 2.3(a).
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Base Closing Payment means an amount equal to (i) the Base Purchase Price, plus (ii) an amount equal to the Estimated Closing Cash, plus (iii) an amount equal to the Estimated Closing Prepaid Taxes, plus (iv) an amount equal to the Estimated Closing 338(h)(10) Tax Amount, minus (vi) Estimated Closing Indebtedness, and minus (vii) Estimated Sellers’ Expenses.
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Examples of Base Closing Payment in a sentence

  • Seller’s reasonable, good faith determination of the Base Estimated Cash and the Base Estimated Net Working Capital shall be final and binding for purposes of calculating the Base Closing Payment.

Related to Base Closing Payment

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Second Closing Date means the date of the Second Closing.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Second Closing has the meaning set forth in Section 2.2.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.