Estimated Aggregate Closing Consideration definition

Estimated Aggregate Closing Consideration has the meaning set forth in Section 1.02(b).

Estimated Aggregate Closing Consideration means Seller’s good faith estimate of the Aggregate Closing Consideration, determined in consultation with Buyer, at or prior to the Closing, based on the Companies’ consolidated balance sheet as of August 31, 2014, and such adjustments of Cash on Hand, Indebtedness and Transaction Expenses as may be reasonably practicable.

Examples of Estimated Aggregate Closing Consideration in a sentence

• Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, assign, transfer and convey to Purchaser free and clear of all Liens, and Purchaser shall purchase and acquire from such Seller, all of the Units owned by such Seller in exchange for the payment to such Seller of its portion of the Estimated Aggregate Closing Consideration.

• Courses bearing the Ethical Values and Faith Perspectives (V) designation explore one of two possible areas of knowledge or a combination of both.

• If the Final Aggregate Closing Consideration is less than the Estimated Aggregate Closing Consideration, then, within five (5) business days after the determination of Final Aggregate Closing Consideration, the Sellers shall pay to Purchaser, by wire transfer of immediately available funds, an amount equal to the difference between the Estimated Aggregate Closing Consideration and the Final Aggregate Closing Consideration.

• The Closing Certificate shall identify all differences between the computed Aggregate Closing Consideration based on the proposed Closing Certificate and the Estimated Aggregate Closing Consideration based on the Estimated Closing Certificate.

• The allocation of the Estimated Aggregate Closing Consideration among the Sellers, and the manner in which the Estimated Aggregate Closing Consideration shall be paid to or at the direction of the Seller Representative at the Closing for distribution to the Sellers through an independent paying agent (the “Paying Agent”) engaged by the Seller Representative for such purpose, is set forth on the attached Consideration Allocation and Mechanics Schedule.

• Without these material disclosures, Caribou’s shareholders are unable to properly understand whether $16.00 per share represents fair value.

• At the Effective Time, Buyer will deliver, by wire transfer of immediately available funds to the Paying Agent, cash in an amount equal to the portion of the Estimated Aggregate Closing Consideration payable to the Company Shareholders in accordance with Section ‎1.6 (less the Purchase Price Adjustment Escrow Deposit Amount).

• The Estimated Aggregate Closing Consideration will be subject to a customary post-Closing adjustment based on the actual amount of the Aggregate Closing Consideration to be determined in accordance with the Merger Agreement, provided that in no circumstances shall the amount of the adjustment exceed the Escrow Amount (if an adjustment is due in favour of the Company) or US$5,000,000 (if an adjustment is due in favour of the Stockholders).

• The allocation of the Estimated Aggregate Closing Consideration (including the Rollover Shares) amongst the Sellers, and the manner in which the Common Units and PEF Options shall be sold to Buyer and the Estimated Aggregate Closing Consideration shall be distributed by the Seller Representative to the Sellers at the Closing, are set forth on the attached Consideration Allocation and Mechanics Schedule.