Estimated Closing Cash Consideration Sample Clauses

Estimated Closing Cash Consideration. At the Closing, the Closing Cash Consideration shall be adjusted by (a) adding to the Closing Cash Consideration the amount (if any) by which the Estimated Closing Net Working Capital exceeds $750,000 (the “Target Working Capital”) or (b) subtracting from the Closing Cash Consideration the amount (if any) by which the Target Working Capital exceeds the Estimated Closing Net Working Capital (the Closing Cash Consideration as so adjusted, the “Estimated Closing Cash Consideration”).
Sample 1
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Estimated Closing Cash Consideration. Prior to the date hereof, the Company has delivered to Purchaser the Company’s good faith estimate of the Current Operating Assets and Current Operating Liabilities and based on such estimates, the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the Estimated Closing Cash Consideration (the “Estimated Closing Statement”). The Estimated Closing Statement (and the calculation of Estimated Closing Net Working Capital) shall be prepared and calculated in accordance with the Accounting Principles.
Sample 1
Estimated Closing Cash Consideration. Purchaser shall deliver to Seller an amount equal to the sum of (A) the Estimated Closing Cash Consideration, minus (B) the Vested SARs Settlement Amount, minus (C) the amount, if any, of the Unvested SARs Settlement Amount that arises from any New Unvested SARs, minus (E) the Escrow Amount (collectively, the “Seller Proceeds”), in immediately available funds by wire transfer to the account or accounts of Seller set forth in a notice delivered by Seller to Purchaser not later than two (2) Business Days prior to the Closing Date (or if no notice is so delivered, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount); provided, that for purposes of determining the calculation of Seller Proceeds (and, for the avoidance of doubt, the components thereof, including the calculation of the Vested SARs Settlement Amount), the number of Closing Date Vested SARs and Closing Date Unvested SARs shall be determined as if the Closing occurred on July 1, 2017 (regardless of when the Closing actually occurs).
Sample 1
Estimated Closing Cash Consideration. On the Closing Date, the Company shall deliver to the Buyer a statement setting forth the Company’s estimate of the amount of Closing Cash Consideration, including estimates of the Closing Cash, the Closing Net Working Capital, the Unpaid Company Transaction Expenses and the Closing Indebtedness (such amount, the “Estimated Closing Cash Consideration” and such statement, the “Estimated Closing Cash Consideration Statement”). The Estimated Closing Cash Consideration Statement and each component thereof shall be prepared and calculated in accordance with GAAP (applied on a basis consistent with the preparation of the Company Financial Statements) and in a manner consistent with the methodology and format set forth in the illustrative example of the Estimated Closing Cash Consideration Statement attached hereto as Exhibit C-1 (the “Illustrative Closing Cash Consideration Statement”). Buyer’s agreement to consummate the Closing shall not constitute Buyer’s agreement with the contents of the Estimated Closing Cash Consideration Statement.
Sample 1
Estimated Closing Cash Consideration. For purposes of this Agreement, “Estimated Closing Cash Consideration” means an amount equal to $29,485,000, minus the Estimated Closing Indebtedness, minus Buyer’s Promissory Note in the amount of $3,795,000, minus the total amount paid under Section 1.3(b)(v), minus the total amount paid under Section 1.3(b)(vi), minus the total amount paid under Section 2.22, plus the Estimated Closing Cash Amount, plus the amount (if any) by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, minus the amount (if any) by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital.
Sample 1
Estimated Closing Cash Consideration. No later than the third Business Day prior to the Closing Date, the Seller shall deliver to the Buyer a written statement setting forth the Seller’s calculation of the amount of the Closing Cash Consideration, including, in reasonable detail (and together with reasonable supporting documentation) and based upon its good faith estimate of, each component thereof (such amount, the “Estimated Closing Cash Consideration” and such statement, the “Estimated Closing Statement”). The Buyer shall have two Business Days from the receipt of the Estimated Closing Statement to provide the Seller with any comments with respect thereto and the Seller shall consider (in good faith) any appropriate changes thereto prior to the Closing.
Sample 1
Estimated Closing Cash Consideration. On the date hereof, the Company shall deliver to the Buyer a statement setting forth the Company’s estimate of the amount of Closing Cash Consideration, including each component thereof (such amount, the “Estimated Closing Cash Consideration” and such statement, the “Estimated Closing Cash Consideration Statement”). The Estimated Closing Cash Consideration Statement and each component thereof shall be prepared and calculated in accordance with GAAP (applied on a basis consistent with the preparation of the Company Financial Statements) and in a manner consistent with the methodology and format set forth in the illustrative example of the Estimated Closing Cash Consideration Statement attached hereto as Exhibit C-1 (the “Illustrative Closing Cash Consideration Statement”). Notwithstanding the foregoing, the Illustrative Closing Cash Consideration Statement shall be, and shall constitute the Company’s delivery of, the Estimated Closing Cash Consideration Statement. During the period beginning on the date of delivery of the Estimated Closing Cash Consideration Statement by the Company until the Closing Date, the Company shall consult with the Buyer (including by giving the Buyer an opportunity to provide comments to the Estimated Closing Cash Consideration Statement), the Company and the Buyer shall work in good faith to resolve any differences the Company and the Buyer may have with respect to any of the amounts or calculations set forth in the Estimated Closing Cash Consideration Statement, and the Company will provide the Buyer and its representatives reasonable access to the work papers and other books and records used in preparing the Estimated Closing Cash Consideration Statement and upon reasonable notice and during normal business hours, afford the Buyer and its representatives access to the relevant personnel and its external representatives of the Company to verify the accuracy of such amounts as reasonably requested by the Buyer. Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Sample 1
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Estimated Closing Cash Consideration. No later than the third Business Day prior to the Closing Date, the Company shall deliver to the Counterparty a written statement setting forth the Company’s good faith estimate of the amount of the Closing Cash Consideration, including, in reasonable detail (and together with reasonable supporting documentation) its calculation of each component thereof (such amount, the “Estimated Closing Cash Consideration” and such statement, the “Estimated Closing Statement”). The Counterparty shall have two Business Days from the receipt of the Estimated Closing Statement to provide the Company with any comments with respect thereto and the Company shall consider (in good faith) any appropriate changes thereto prior to the Closing.
Sample 1

Related to Estimated Closing Cash Consideration

  • 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.

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

  • 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.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • 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.

  • 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.

  • 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.

  • 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).

  • Working Capital Adjustment (a) Within 15 days following the Closing Date, the Purchaser will prepare or cause to be prepared a combined balance sheet of the Target Companies as of the Closing Date (the "Closing Date Balance Sheet") showing the amount of Closing Date Working Capital, along with a statement setting forth in reasonable detail the method of calculating Closing Date Working Capital, which shall be in accordance with GAAP and consistent with the methodology used in Target Financial Statements (as defined in Section 2.5 below), and shall deliver or cause to be delivered to the Shareholders such Closing Date Balance Sheet. In the event that the Shareholders object to the Purchaser's calculation of the Closing Date Working Capital, then, within 30 days after the delivery to the Shareholders of the Closing Date Balance Sheet, the Shareholders shall deliver to the Purchaser a notice describing in reasonable detail the Shareholders' objection to the Purchaser's calculation (an "Objection Notice"), accompanied by a statement setting forth the dollar amount determined by the Shareholders to represent the Closing Date Working Capital or a request for additional information from the Purchaser that the Shareholders may require in order to determine the Closing Date Working Capital. If the Shareholders do not deliver an Objection Notice to the Purchaser within the 30-day period referred to in the preceding sentence, then the Purchaser's calculation of the Closing Date Working Capital shall be binding and conclusive on the Purchaser and the Shareholders. If the Shareholders deliver an Objection Notice to the Purchaser within the 30-day period referred to in this paragraph, and if the Purchaser and the Shareholders are unable to agree upon the calculation of the Closing Date Working Capital within 15 days after an Objection Notice is delivered to the Purchaser, the Shareholders and the Purchaser shall select a nationally recognized accounting firm mutually acceptable to them (the "Neutral Accountant") to resolve any remaining objections, the cost of which shall be paid by the party whose assertions regarding the amount of the Closing Date Working Capital differ by the greater amount from the Closing Date Working Capital determined by the Neutral Accountant. If Purchaser and the Shareholders are unable to select the Neutral Accountant within 10 days after the commencement of such selection process, the Neutral Accountant shall be KPMG (or its successor). The Shareholders and the Purchaser shall jointly instruct the Neutral Accountant to resolve any unresolved objections within 30 days after referral of the matter to them, and the determination by the Neutral Accountant of the Closing Date Working Capital, shall be conclusive and binding on the Purchaser and Shareholders absent fraud or manifest error. During the 30-day period following the Objection Notice, Shareholders and Purchaser shall each have access to the other party's working papers and similar materials prepared in connection with the Closing Date Balance Sheet and the Objection Notice, as the case may be.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

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