Estimated Cash Consideration Sample Clauses

Estimated Cash Consideration. At the Closing, the Cash Consideration shall be adjusted by (a) adding to the Cash Consideration the amount (if any) by which the Estimated Closing Net Working Capital exceeds $4,500,000 (the “Target Working Capital”) or (b) subtracting from the Cash Consideration the amount (if any) by which the Target Working Capital exceeds the Estimated Closing Net Working Capital (the Cash Consideration as so adjusted, the “Estimated Cash Consideration”).
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Estimated Cash Consideration. Two (2) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a statement (the "Estimated State- ment") setting forth its good faith estimate of the Cash Consideration payable by Acquiror in accordance with Section 4.1(a)(i) hereof. Such Estimated Statement shall include in reason- able detail the calculation of (i) all Bonus Payments to be made as of the Closing Date, (ii) the Realizable Value of any Transferred Liquid Securities as of the Closing Date, (iii) the Realizable Value of the Liquid Securities as of the Closing Date, (iv) the aggregate Book Value of the Long-Term Securities as of the Closing Date and (v) the adjustment to the Purchase Price in accordance with Section 4.2(d)(i) hereof and shall be certified by the Chief Financial Officer of the Company and be reasonably acceptable to Acquiror. The amount of the Cash Consideration, as set forth on the Estimated Statement, shall be referred to herein as the "Estimated Cash Consideration."
Sample 1
Estimated Cash Consideration. At least five (5) Business Days prior to the Closing, the Seller Parties shall prepare and deliver to the Purchaser a certificate executed by an officer of the Seller Parties setting forth: (a) a good faith estimate of each of the following components of the Cash Consideration, in each case, as of 12:01 a.m. eastern time on the Closing Date: (i) Closing Indebtedness, (ii) the Closing Working Capital, and (iii) the Closing Selling Expenses, (b) the Seller Parties’ good faith calculation of the Cash Consideration based on the estimated components thereof set forth in this Section 2.6(a) (the “Estimated Cash Consideration”), and (c) wiring instructions and application amounts in respect of each of the payments to be made to the Seller Parties or applicable payees pursuant to Section 2.7 (the certificate described in this Section 2.6(a), the “Closing Certificate”).
Sample 1
Estimated Cash Consideration. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration to be paid by Buyer at the Closing in connection with the Transactions is equal to: (i) Five Hundred Million Dollars ($500,000,000), minus (ii) the Estimated Indebtedness, plus (iii) Estimated Cash Amount minus (iv) the estimated aggregate amount of unpaid Transaction Expenses minus (v) the estimated aggregate amount of unpaid Change of Control Liabilities. The sum of clauses (i) through (v) of this Section 2.5(a) is referred to herein as the “Estimated Cash Consideration.”
Sample 1
Estimated Cash Consideration. No less than three (3) Business Days before the Closing Date, the Target will deliver a written statement (the “Estimated Statement”) to Purchaser setting forth in reasonable detail (a) the Target’s good faith estimate of (i) Closing Working Capital, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) the Closing Cash, and
Sample 1
Estimated Cash Consideration. At least five (5) Business Days prior to the Closing Date, the Unit Holder Representative shall deliver to Coty a certificate (the “Preliminary Calculation Statement”) executed by the Unit Holder Representative and dated as of the date of its delivery, setting forth the Unit Holder Representative’s good faith estimates, as of such date of delivery, of (a) the Working Capital Amount, (b) the Closing Cash Amount, (c) the Closing Indebtedness Amount and (d) the Closing Transaction Expense Amount. At least two (2) Business Days prior to the Closing Date, the Unit Holder Representative shall deliver to Coty a certificate (the “Updated Calculation Statement”) executed by the Unit Holder Representative and dated as of the date of its delivery setting forth the Unit Holder Representative’s good faith estimate of the Cash Consideration, including and based on the Unit Holder Representative’s good faith estimates, as of such date of delivery, of (a) the Working Capital Amount, (b) the Closing Cash Amount, (c) the Closing Indebtedness Amount, and (d) the Closing Transaction Expense Amount. The calculations of the Estimated Working Capital Amount, Estimated Closing Cash Amount, Estimated Closing Indebtedness Amount, and Estimated Closing Transaction Expense Amount delivered pursuant to this Section 1.4 shall be in the form of the Closing Statement and shall be calculated in accordance with the Company Accounting Principles. Notwithstanding the
Sample 1
Estimated Cash Consideration. No later than two (2) Business Days prior to the Closing Date, Seller, pursuant to methods and procedures developed in consultation with Purchaser, shall cause to be prepared and delivered to Purchaser a certificate (which shall be subject to review by Purchaser) of an officer of the Seller, setting forth Seller’s good faith estimate as of the Closing of the Net Working Capital (such certificate, the “Closing Certificate”). For the purposes of making payments under Section 2.3(b) at the Closing, the Cash Consideration shall be increased or decreased, as applicable, by the amount by which the estimated Net Working Capital is greater than or less than the Net Working Capital Target (as adjusted, the “Adjusted Closing Cash Consideration”).
Sample 1
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Related to Estimated Cash Consideration

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Aggregate Consideration 9 Agreement......................................................................7

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