Estimated Aggregate Consideration definition

Estimated Aggregate Consideration has the meaning set forth in Section 2.1(a).
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Estimated Aggregate Consideration has the meaning specified in Section 3.4(a).
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Estimated Aggregate Consideration means a number of shares of Parent Stock calculated as follows: (a) the sum of (i) the Base Amount, minus (ii) the Estimated Closing Indebtedness in excess of $0, plus or minus (iii) the Working Capital Excess or the Working Capital Shortfall, as applicable (as determined according to the Estimated Working Capital delivered in the Pre-Closing Statement).
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Examples of Estimated Aggregate Consideration in a sentence

  • In the event that the full amount by which the final Aggregate Consideration exceeds the Estimated Aggregate Consideration is greater than the Price Adjustment Escrow Amount, none of the Sellers’ Representative, any of the Seller Parties or any other Person shall have any recourse against Buyer, the Surviving Company or any other Person for such excess.

  • In the event that the full amount by which the Estimated Aggregate Consideration exceeds the final Aggregate Consideration is greater than the Price Adjustment Escrow Funds, none of Buyer, the Surviving Company or any other Person shall have any recourse against the Sellers’ Representative, any of the Seller Parties or any other Person for such excess.

  • The Estimated Aggregate Consideration, the Estimated TSG Blocker Adjustment Amount and the Estimated CCP Blocker Adjustment Amount shall be delivered as part of the Closing Payment in accordance with Section 2.14(b)(i) of this Agreement.


More Definitions of Estimated Aggregate Consideration

Estimated Aggregate Consideration means a number of shares of Parent Stock calculated as follows: (a) the sum of (i) the Base Amount, plus (ii) the Earn-Out Amount (for purposes of the calculation of Estimated Aggregate Consideration, the parties hereto agree that the Earn-Out Amount shall be deemed to equal zero dollars ($0)), plus (iii) the Estimated Closing Cash, minus (iv) the Estimated Closing Indebtedness, minus (v) the Estimated Transaction Expenses, plus or minus (vi) the Working Capital Excess or the Working Capital Shortfall, as applicable (as determined according to the Estimated Working Capital delivered in the Pre-Closing Statement).
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Estimated Aggregate Consideration means an amount equal to (i) $112,500,000, minus (ii) the Estimated Closing Date Funded Indebtedness, plus (iii) the Estimated Net Working Capital Adjustment, minus (iv) the Estimated Special Adjustment, (v) minus the Estimated Deferred Revenue Adjustment, plus (vi) the Estimated Unrestricted Cash.
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Estimated Aggregate Consideration has the meaning set forth in Section 2.1(a). “Estimated Cash Consideration” has the meaning set forth in Section 2.1(a)(i). “Estimated Closing Cash Amount” has the meaning set forth in Section 2.2(a).
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