Estimated Cash Consideration definition

Estimated Cash Consideration has the meaning set forth in Section 2.1(a)(i).

Estimated Cash Consideration means the Cash Consideration, (a) minus the Estimated Closing Debt, and (b) (i) plus the amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital, or (ii) minus the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Working Capital.

Estimated Cash Consideration has the meaning set forth in Section 1.6.1.

Examples of Estimated Cash Consideration in a sentence

• The Estimated Cash Consideration Amount and the Estimated Blocker Adjustment Amount shall be delivered as part of the Closing Cash Payment in accordance with Section 2.03(a)(i) of this Agreement.

• As consideration for the Acquired Interests, the Blocker Buyer and the Company Buyer shall (a) pay or cause to be paid to the Seller Parties an amount equal to the Estimated Cash Consideration Amount and (b) issue to the Seller Parties the Equity Consideration, in each case, in accordance with the Consideration Schedule, and (c) pay or cause to be paid to the Seller Parties as and when payable after the Closing, the Additional Consideration in accordance with the Consideration Schedule.

• In the event that the full amount by which the Estimated Cash Consideration Amount exceeds the final Cash Consideration Amount is greater than the Price Adjustment Escrow Funds, none of Buyers, the Blocker, the 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 Cash Consideration was subject to approval by Buyer; provided that, for the avoidance of doubt, the approval by Buyer of the Estimated Cash Consideration shall in no way obligate Buyer to use any of the same numbers or figures in connection with the calculations and materials to be delivered pursuant to Section 2.04.

• The Pre-Closing Statement shall control solely for purposes of determining the Estimated Cash Consideration and shall not limit or otherwise affect Buyer’s rights or remedies under this Agreement (or otherwise) or constitute an acknowledgment, consent, waiver or estoppel by or of Buyer with respect to the accuracy thereof.

More Definitions of Estimated Cash Consideration

Estimated Cash Consideration has the meaning specified in Section 3.02(d).

Estimated Cash Consideration shall have the meaning set forth in Section 2.3(e).

Estimated Cash Consideration means a cash amount equal to the Unadjusted Cash Consideration (i) plus the amount, if any, by which Estimated Closing Working Capital exceeds $1,212,000,000, or (ii) minus the amount, if any, by which $1,188,000,000 exceeds the Estimated Closing Working Capital or (iii) with no adjustment if Estimated Closing Working Capital is an amount between $1,188,000,000 and $1,212,000,000 (inclusive).

Estimated Cash Consideration means (i) the Base Cash Consideration, plus/minus (ii) the Net Working Capital Adjustment, plus/minus (iii) the Closing Indebtedness Adjustment, minus (iv) the Adjustment Escrow Amount. Solely for purposes of this calculation, the Net Working Capital Adjustment and the Closing Indebtedness Adjustment shall be deemed to be $0.

Estimated Cash Consideration means an amount in cash equal to (i) the Cash Consideration minus (ii) the Estimated Closing Indebtedness, if any, minus (iii) the Estimated Closing Transaction Expenses, if any, plus (iv) the Estimated Net Working Capital Surplus, if any, minus (v) the Estimated Net Working Capital Deficit, if any, plus (vi) the Estimated Closing Cash, if any.

Estimated Cash Consideration means the sum of (a) the Base Purchase Price, plus (b) the Estimated Business Cash, minus (c) the Estimated Business Indebtedness, plus (d) the Estimated Working Capital Adjustment Amount (which may be positive or negative), plus (e) the Estimated Transaction Expenses, minus (f) the Estimated Sphinx Transaction Expenses.

Estimated Cash Consideration means an amount equal to: (i) the amount outstanding under the senior secured revolving credit facility under the Prepetition Credit Agreement as set forth in the Cash Consideration Statement, plus (ii) the amount outstanding under the DIP Financing as set forth in the Cash Consideration Statement, plus (iii) an amount equal to the Administrative Expense Amount, plus (iv) the UCC Settlement Amount (if any), less (v) Estimated Closing Cash; provided, that in no event shall the Estimated Cash Consideration exceed the Estimated Cash Consideration Cap.