Estimated Closing Adjustment Amount definition

Estimated Closing Adjustment Amount has the meaning set forth in Section 2.6(a).

Estimated Closing Adjustment Amount means an amount equal to the difference of (a) the Estimated Closing Date Cash, minus (b) the Estimated Closing Date Indebtedness, minus (c) the Estimated Net Working Capital Adjustment Amount; provided that the Estimated Closing Adjustment Amount may be positive or negative.

Estimated Closing Adjustment Amount means (w) the Estimated Closing Working Capital minus (x) the Target Working Capital minus (y) any Estimated Capital Expenditure Shortfall minus (z) the Estimated Assumed Capital Leases.

Examples of Estimated Closing Adjustment Amount in a sentence

• If the Estimated Closing Adjustment Amount is positive, such amount will be added to the cash portion of the Purchase Price payable by Buyer to Seller pursuant to Section 1.4(b)(i).

• The purchase price (the "Purchase Price") for the Shares shall be $10,550,000, adjusted initially by the Estimated Closing Adjustment Amount and finally by the Closing Adjustment Amount.

• The sum of the Estimated Subscriber Adjustment Amount and the Estimated Closing Net Liabilities Adjustment Amount is referred to herein as the "Estimated Closing Adjustment Amount" and may be a positive or a negative amount.

• If the Estimated Closing Adjustment Amount is negative, such amount will be subtracted from the cash portion of the Purchase Price payable by Buyer to Seller pursuant to Section 1.4(b)(i).

• If the Estimated Closing Adjustment Amount is a positive number, the Estimated Purchase Price shall be calculated by adding the amount of the Estimated Closing Adjustment Amount to the Base Purchase Price on a dollar-for-dollar basis pursuant to Section 1.01(c).

More Definitions of Estimated Closing Adjustment Amount

Estimated Closing Adjustment Amount means an amount (positive or negative) equal to the Estimated Net Working Capital, minus the Target Working Capital, plus the Estimated Cash, minus the Estimated Debt, minus the Estimated Transaction Expenses. If the Estimated Closing Adjustment Amount is a positive number, the Estimated Purchase Price shall be calculated by adding the amount of the Estimated Closing Adjustment Amount to the Base Purchase Price on a dollar-for-dollar basis pursuant to Section 1.01(c). If the Estimated Closing Adjustment Amount is a negative number, the Estimated Purchase Price shall be calculated by subtracting the absolute value of the amount of the Estimated Closing Adjustment Amount from the Base Purchase Price on a dollar-for-dollar basis pursuant to Section 1.01(c). The Estimated Closing Statement shall be prepared in accordance with GAAP applied on a basis that is consistent with past practices and prior periods and the accounting principles, practices, procedures, policies and methods set forth on Exhibit C; provided, that in the event of any conflict between GAAP and the sample calculation set forth on Exhibit C, Exhibit C shall govern.

Estimated Closing Adjustment Amount means an amount, which may be positive or negative, equal to (a) the Estimated Closing Working Capital minus (b) the Target Working Capital.

Estimated Closing Adjustment Amount shall be an amount equal to the Estimated Closing Working Capital minus the Targeted Working Capital. If the Estimated Closing Adjustment Amount is a positive number, the Closing Cash Consideration shall be increased on a dollar for dollar basis by the Estimated Closing Adjustment Amount. If the Estimated Closing Adjustment Amount is a negative number, the Closing Cash Consideration shall be reduced on a dollar for dollar basis by the Estimated Closing Adjustment Amount.

Estimated Closing Adjustment Amount has the meaning ascribed to such term in Section 1.04(b).

Estimated Closing Adjustment Amount shall be an amount equal to the Companies Estimated Closing Net Working Capital minus the Companies Net Working Capital Target. If the Companies Estimated Closing Adjustment Amount is a positive number (the “Companies Positive Closing Net Working Capital Amount”), the Company Interest Purchase Consideration shall be increased on a dollar-for-dollar basis by the Companies Positive Closing Net Working Capital Amount. If the Companies Estimated Closing Adjustment Amount is a negative number (the “Companies Negative Closing Net Working Capital Amount”), the Company Interest Purchase Consideration shall be decreased on a dollar-for-dollar basis by the Companies Negative Closing Net Working Capital Amount.

Estimated Closing Adjustment Amount means the Closing Adjustment Amount, as estimated by TXMD pursuant to Annex 5.3(a). “Estimated Closing Adjustment Statement” has the meaning ascribed to such term in Section 5.3(a).

Estimated Closing Adjustment Amount means the positive or negative number equal to the sum of: (a) the positive or negative number representing the result of Target Working Capital minus the Estimated Working Capital and (b) Estimated Indebtedness.