Estimated Closing Date Indebtedness definition

Estimated Closing Date Indebtedness has the meaning specified in Section 2.6(a).

Estimated Closing Date Indebtedness has the meaning set forth in Section 1.02.

Estimated Closing Date Indebtedness has the meaning specified in Section 3.3.

Examples of Estimated Closing Date Indebtedness in a sentence

• The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

• If Parent agrees with the Estimated Closing Date Indebtedness and Estimated Working Capital Value, each as set forth on the Estimate, then such amounts shall be used for the purposes of determining the Closing Date Equity Payment.

• If the Parent shall disagree, in good faith, with any item set forth in the Estimate, and notifies Holdings in writing of such disagreement prior to the Closing, then Parent and Holdings shall each work, in good faith, to reach agreement on such items and the amounts as agreed to by Parent and Holdings shall be deemed the Estimated Closing Date Indebtedness and Estimated Working Capital Value for all purposes under this Agreement.

• For purposes hereof, the term “Closing Balance” shall mean (i) the Estimated Closing Date Indebtedness plus (ii) the Preliminary Deficiency (or minus the Preliminary Surplus).

• IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASER SHALL INCREASE THE CONSIDERATION OFFERED TO STOCKHOLDERS PURSUANT TO THE OFFER, SUCH INCREASED CONSIDERATION SHALL BE PAID FOR ALL SHARES ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE.

More Definitions of Estimated Closing Date Indebtedness

Estimated Closing Date Indebtedness means Seller’s good faith estimate of the Closing Date Indebtedness as set forth on the statement delivered pursuant to Section 4.2(b).

Estimated Closing Date Indebtedness shall have the meaning set forth in Section 1.10(a) of this Agreement.

Estimated Closing Date Indebtedness shall have the meaning set forth in the definition of “Estimated Closing Statement” in this Exhibit A.

Estimated Closing Date Indebtedness means Parent’s good faith estimate of the Closing Date Indebtedness as set forth on the statement delivered pursuant to Section 4.2(b).

Estimated Closing Date Indebtedness means the Company’s reasonable, good faith estimate of the aggregate amount of all Indebtedness of the Company and its wholly-owned Subsidiaries as of the close of business on the Closing Date as reflected on the Estimated Closing Balance Sheet, determined without giving effect to the consummation of the transactions contemplated by this Agreement or any financing transactions in connection therewith.

Estimated Closing Date Indebtedness means the estimated Company Debt as of immediately prior to the Closing, as set forth in the Payoff Letters to be delivered by Sellers pursuant to Section 1.03(a) or derived from the Estimated Closing Balance Sheet to be delivered by Sellers pursuant to Section 1.05(a).

Estimated Closing Date Indebtedness means the Sellers’ reasonable, good faith estimate of Closing Date Indebtedness as of the close of business on the Closing Date.