Estimated Purchase Price definition
Estimated Purchase Price has the meaning set forth in Section 2.4(a).
Estimated Purchase Price is defined in Section 2.2.
Estimated Purchase Price has the meaning set forth in Section 3.3.
Examples of Estimated Purchase Price in a sentence
Upon (i) the Closing and (ii) the Purchaser’s payment of the Estimated Purchase Price, the Purchaser shall acquire good and valid title to the Company Shares, free and clear of all Liens, other than restrictions on transfer under applicable securities Laws.
For the avoidance of doubt, in the event of any dispute or controversy with respect to the calculation of the Estimated Purchase Price (or any component thereof) the Estimated Purchase Price delivered by the Company shall control (including for purposes of any payments to be made in connection with the Closing) and Purchaser shall nevertheless be required to consummate the Closing in accordance with this Agreement.
More Definitions of Estimated Purchase Price
Estimated Purchase Price has the meaning ascribed to it in Section 1.05.
Estimated Purchase Price shall have the meaning set forth in Section 2.05(a).
Estimated Purchase Price means an amount equal to the Base Purchase Price plus (a) Estimated Closing Cash, plus (b) the Estimated Net Working Capital Adjustment, plus (c) the amount of any [***] Agreement Payment to the extent such payment has been made on or after the Execution Date but prior to or on the Closing Date, minus (d) Estimated Closing Indebtedness and minus (e) Estimated Transaction Expenses.
Estimated Purchase Price means (i) the Enterprise Value, plus (ii) the Estimated Cash, minus (iii) the Payoff Indebtedness, minus (iv) the Adjustment Escrow Amount, minus (v) the Initial Cash Retention Amount, minus (vi) the Indemnity Escrow Amount, minus (vii) the Estimated Transaction Expenses, minus (viii) the Seller Representative Expense Amount.
Estimated Purchase Price has the meaning set forth in Section 2.05.
Estimated Purchase Price has the meaning provided such term in Section 2.1(c).
Estimated Purchase Price has the meaning set forth in Section 2.3(b).