Estimated Transaction Consideration definition

Estimated Transaction Consideration as set forth in Section 2.3.
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Estimated Transaction Consideration has the meaning set forth in Section 2.3(a).
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Estimated Transaction Consideration means (i) $2,400,000,000, plus (ii) Cash on Hand, minus (iii) Transaction Costs, minus (iv) the Closing Indebtedness, plus (v) the amount (if any) by which Estimated Net Working Capital is in excess of the Net Working Capital Target, minus (vi) the amount (if any) by which the Net Working Capital Target is in excess of Estimated Net Working Capital, minus (vii) the Acquisition Adjustment Amount, in each of the foregoing clauses (i) through (vii), as set forth in the Estimated Closing Statement.
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Examples of Estimated Transaction Consideration in a sentence

  • Prior to the Closing, Seller, the Company and Buyer will work in good faith to resolve any differences they may have with respect to any information in the Estimated Closing Statement and any modifications to the Estimated Transaction Consideration and the Estimated Transaction Consideration Elements as may be proposed by the parties.

  • If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is less than the Estimated Transaction Consideration, then the Sellers’ Representative and the Purchaser shall direct the Escrow Agent to pay to Purchaser from the Escrow Account an amount equal to such deficiency, up to the Escrowed Adjustment Amount, within five (5) Business Days of final determination of the Transaction Consideration.

  • Buyer has as of the date hereof and will have as of the Closing sufficient funds on hand or available through existing credit facilities to pay the Estimated Transaction Consideration in accordance with Section 2.4(b).

  • If it is determined pursuant to this Section 3.1(c) that the Estimated Transaction Consideration paid at the Closing is greater than the Transaction Consideration, the Seller shall pay the absolute value of such difference, to one or more accounts as Purchaser shall designate in writing.

  • On the Closing Date, an amount equal to twenty percent (20%) of the estimated (A) Cash Adjustment Amount, (B) Capital Expenditure Amount and (C) Sellers’ Tax Cost included in the calculation of the Estimated Transaction Consideration (said aggregate amount, is referred to as the “Adjustment Escrow”) shall be deposited by Parent with the Escrow Agent to be held in trust in accordance with the Adjustment Escrow Agreement and the further provisions of this Section 1.3(e).

  • If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is less than the Estimated Transaction Consideration, up to $300,000 of such amount shall be paid from the Escrow Account, and the Shareholders shall pay any balance, to the Purchaser in cash, by wire transfer of immediately available funds to an account designated in writing to Escrow Agent by the Purchaser.

  • If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is greater than the Estimated Transaction Consideration, the Purchaser shall pay the amount of such difference to the Stockholders’ Representative, for the benefit of the Stockholders and the Optionholders, in cash, by wire transfer of immediately available funds to an account designated in writing to the Purchaser by the Stockholders’ Representative.

  • At the Closing, Buyer shall pay in cash in U.S. dollars to the Seller pursuant to this Article III in an amount equal to the Estimated Transaction Consideration.

  • No later than two (2) Business Days before the Closing Date, the Company shall deliver to Buyer the Company’s good faith calculation and estimate of the aggregate amount of the Estimated Transaction Consideration and each of the Estimated Transaction Consideration Elements, and wire instructions for the account(s) designated by the Seller to which funds are to be wired to Seller and the recipients of the Transaction Costs.

  • If the Transaction Consideration, as finally determined in accordance with this Section 2.5, is greater than the Estimated Transaction Consideration, the Purchaser shall pay the amount of such difference for the benefit of the Sellers in cash, by wire transfer of immediately available funds to an account designated in writing to the Purchaser by the Sellers’ Representative within five (5) Business Days of final determination of the Transaction Consideration.


More Definitions of Estimated Transaction Consideration

Estimated Transaction Consideration means an amount equal to the Transaction Consideration, assuming for purposes of such calculation that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, the Closing Working Capital is equal to the Estimated Closing Working Capital, and the Cash and Cash Equivalents are equal to the Estimated Cash. The Closing Certificate shall (a) be prepared in accordance with the Accounting Principles and, except where inconsistent with the Accounting Principles, shall use the same accounting principles and practices the Company has historically used, (b) be derived from the books and records (including the general ledgers) of the Company, and (c) properly reflect such books and records (including the general ledgers). As applicable, the Closing Certificate shall include appropriate adjustments to reflect Closing Working Capital, if any, with regard to Blocker LLC and/or Splitter LP.
Sample 1
Estimated Transaction Consideration means an amount equal to the Transaction Consideration, assuming for purposes of such calculation that Closing Cash is equal to Estimated Closing Cash, Closing Indebtedness is equal to the Estimated Closing Indebtedness, the Closing Working Capital is equal to the Estimated Closing Working Capital and the Estimated Working Capital Adjustment will be the final Working Capital Adjustment. The Closing Certificate shall (i) be prepared in accordance with Schedule 2.3, and, except as set forth on Schedule 2.3, in accordance with GAAP and, except where inconsistent with GAAP or as set forth on Schedule 2.3, shall use the same accounting principles and practices the Companies have historically used, (ii) be derived from the books and records (including the general ledgers) of the Companies, and (iii) accurately reflect such books and records (including the general ledgers).
Sample 1
Estimated Transaction Consideration means an amount equal to the Transaction Consideration, assuming, for purposes of such calculation, the Closing Indebtedness is equal to the Estimated Closing Indebtedness, the Closing Working Capital is equal to the Estimated Closing Working Capital, the Estimated Closing Cash is equal to the Closing Cash, the Accrued Tax Liabilities are equal to the Estimated Accrued Tax Liabilities, and the Estimated Selling Expenses are equal to the Selling Expenses. Schedule 2.3 contains a sample calculation of Closing Indebtedness, Closing Working Capital, Closing Cash, Accrued Tax Liabilities and Selling Expenses as if the Closing Date were the Balance Sheet Date.
Sample 1
Estimated Transaction Consideration means an amount equal to the Transaction Consideration, assuming for purposes of such calculation, the Closing Indebtedness is equal to the Estimated Closing Indebtedness, the Closing Working Capital is equal to the Estimated Closing Working Capital, and the Estimated Closing Company Cash is equal to the Closing Company Cash. The Closing Certificate shall (a) be prepared as of 11:59 p.m. EST on the Closing Date, in accordance with GAAP and, except where inconsistent with GAAP, shall use the same accounting principles and practices the Company used to prepare the consolidated balance sheet as of December 31, 2014, (b) be derived from the books and records (including the general ledgers) of the Company, and (c) properly reflect such books and records (including the general ledgers). Schedule 2.3 contains a sample calculation of Closing Indebtedness, Closing Working Capital and Closing Company Cash as if the Closing Date were September 30, 2015.
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Estimated Transaction Consideration has the meaning assigned to such term in Section 2.4(b).
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Related to Estimated Transaction Consideration

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).