Estimated Adjusted Purchase Price definition

Estimated Adjusted Purchase Price is defined in Section 3.3.
Estimated Adjusted Purchase Price has the meaning set forth in Section 1.7.
Estimated Adjusted Purchase Price has the meaning specified in Section 2.4.

Examples of Estimated Adjusted Purchase Price in a sentence

  • The Estimated Adjusted Purchase Price shall be allocated among the Sellers in accordance with the methodology described on Annex 1 hereto (the “Distribution Methodology”).

  • At the Closing, Buyer shall pay to the Paying Agent, an aggregate amount equal to (A) all Company Debt identified in the Payoff Letter(s), (B) the Estimated Transaction Expenses identified on the Initial Closing Statement (excluding any such Estimated Transaction Expenses that are compensatory) and (C) the Estimated Adjusted Purchase Price identified on the Initial Closing Statement (the “Closing Payment”).

  • At the Closing, Buyer shall cause the Paying Agent to pay to each Seller, severally and not jointly, such Seller’s respective share of the Estimated Adjusted Purchase Price (such share being set forth on the Initial Closing Statement), in respect of the Company Units or Blocker Equity (as applicable) being sold to Buyer by such Seller at the Closing.

  • Upon the terms and subject to the conditions set forth in this Agreement, the aggregate consideration payable by Buyer to the Sellers at the Closing for the Company Units and the Blocker Equity shall be an amount in cash, equal to the Estimated Adjusted Purchase Price.


More Definitions of Estimated Adjusted Purchase Price

Estimated Adjusted Purchase Price means an amount, calculated by Seller Representative in good faith, equal to the sum of (i) the Base Purchase Price minus (ii) the Estimated Closing Indebtedness plus (iii) the Estimated Closing Cash Balance plus (iv) the Estimated Revenue Adjustment Amount (which may be negative) minus (v) any unpaid Closing Expenses (if any), in the case of clauses (ii), (iii) and (iv), as set forth in the Pre-Closing Statement in accordance with Section(degree)2.04.
Estimated Adjusted Purchase Price has the meaning given in Section 3.2.
Estimated Adjusted Purchase Price has the meaning given in Section 2.1(e)(i).
Estimated Adjusted Purchase Price means (i) the Purchase Price, minus (ii) any Estimated Tangible Book Value Deficiency, minus (iii) Estimated Transaction Expenses, minus (iv) the Escrow Amounts.
Estimated Adjusted Purchase Price is defined in Section 2.4(b). “Estimated Closing Cash” is defined in Section 2.4(b). “Estimated Closing Debt” is defined in Section 2.4(b). “Estimated Net Working Capital” is defined in Section 2.4(b). “Estimated Settlement Statement” is defined in Section 2.4(b). “Estimated Transaction Expenses” is defined in Section 2.4(b). “Event of Loss” means a fire, explosion, hurricane, storm surge, natural disaster or other act of God. “Execution Date” is defined in the preamble to this Agreement. “Expiration Date” means (a) with respect to the Debt Financing set forth in the Debt Commitment Letters in effect on the Execution Date, “Expiration Date” as defined in the Debt
Estimated Adjusted Purchase Price means an amount equal to the total of (a) the Purchase Price, minus (b) the Escrow Amount, plus (c) the Estimated Closing Cash, minus (d) the amount, if any, by which Estimated Closing Working Capital is less than Target Closing Working Capital Amount, plus (e) the amount, if any, by which Estimated Closing Working Capital is greater than Target Closing Working Capital Amount, minus (f) the Estimated Closing Indebtedness, minus (g) the Estimated Closing Transaction Expenses.
Estimated Adjusted Purchase Price means an amount equal to (i) the Base Purchase Price, plus (ii) the Working Capital Surplus (if any) based on the Estimated Working Capital Amount, minus (iii) the Working Capital Deficit (if any) based on the Estimated Working Capital Amount, plus (iv) the Estimated Mexico Cash Amount, minus (v) the U.S. Cash Deficit based on the Estimated U.S. Cash Amount, plus (vi) the U.S. Cash Surplus based on the Estimated U.S. Cash Amount, minus (v) the Estimated Closing Indebtedness, and minus (vi) the Estimated Closing Transaction Expenses.