Estimated Equity Value definition

Estimated Equity Value has the meaning set forth in Section 2.8(a).

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Estimated Equity Value means (a) the Base Purchase Price, plus (b) the Estimated Net Working Capital Adjustment Amount, minus (c) Estimated Indebtedness, plus (d) Estimated Cash, minus (e) Estimated Transaction Expenses, minus (f) the Adjustment Escrow Amount.

Estimated Equity Value means the Equity Value calculated using the estimates included in the Estimated Closing Statement.

Examples of Estimated Equity Value in a sentence

If the Final Purchase Price exceeds the Estimated Purchase Price, VS Holdco shall pay to Parent (or a Subsidiary of Parent designated by Parent), in the manner and with interest as provided in Section 2.12(b), the amount of the excess of the Final Equity Value over the Estimated Equity Value.
If the final Equity Value is greater than the Estimated Equity Value, then (i) Parent shall pay or cause to be paid the amount of such excess to the Stockholder Representative or its designees and (ii) Parent and the Stockholder Representative shall promptly deliver a joint written instruction to the Escrow Agent to release all of the funds in the Adjustment Escrow Account to the Stockholder Representative or its designees.
No later than two (2) Business Days prior to the Closing, the Company shall deliver to Parent a written statement setting forth a good faith estimate of (a) the Net Working Capital; (b) the amount of Cash and Cash Equivalents; (c) the amount of Company Debt; and (d) the amount of Transaction Expenses, together with a calculation of the Estimated Equity Value (the “Estimated Closing Statement”).
No later than four (4) Business Days prior to the Closing, the Company shall deliver to Purchaser a written statement setting forth a good faith estimate of the (i) Net Working Capital; (ii) Cash and Cash Equivalents; (iii) Transaction Expenses; (iv) Company Debt; and (v) Transaction Tax Benefit together with a calculation of the Estimated Equity Value and Fully-Diluted Per Share Price (the “Estimated Closing Statement”).
On the Closing Date, Buyer shall pay to each Seller in cash, an amount equal to (i) the product of (A) such Seller’s Pro Rata Share and (B) the Estimated Equity Value, and less (ii) the product of (A) such Seller’s Escrow Share and (B) the sum of (I) the Total Escrow Amount and (II) the Seller Representative Amount.
Additionally, the Other Stockholders shall be entitled to receive their portion of any amounts payable pursuant to Section 1.4(b) as a result of the Final Equity Value being greater than the Estimated Equity Value.
A-6 Estimated Equity Value ..............................................................................................................
No later than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a written statement setting forth a good faith estimate of the (i) Net Working Capital; (ii) Cash and Cash Equivalents; (iii) Transaction Expenses; (iv) Company Debt; and (v) the Tax Refund Amount together with a calculation of the Estimated Equity Value (the “Estimated Closing Statement”).

More Definitions of Estimated Equity Value

Estimated Equity Value means (a) the Pre-Holdback Closing Cash minus (b) the Estimated Closing Transaction Expenses.

Estimated Equity Value has the meaning set forth in Clause 4.1.2(ii);

Estimated Equity Value or “EEV” means the Equity Value as at the Anticipated Closing Date, which has been calculated by applying the Purchase Price Calculation Methodology provided for in Section 2(a) of Part A of Schedule 3;

Estimated Equity Value means the Enterprise Value, minus Non-Controlling Interest Adjustment, minus Estimated Debt-Like Items, plus the Estimated NWC Adjustment, plus the Estimated Net Cash.

Estimated Equity Value means US$[•], which represents the enterprise value of the Company, in the amount of US$[•], as agreed by Buyer and Seller, minus the New Shares Price, plus the positive amount, if any, by which the Estimated Working Capital exceeds the Working Capital Reference Amount, minus the positive amount, if any, by which the Working Capital Reference Amount exceeds the Estimated Working Capital, minus the amount of Estimated Net Debt (whether such amount is positive or negative).