Estimated Cash Amount definition

Estimated Cash Amount shall have the meaning set forth in Section 2.1(a)(i).

Estimated Cash Amount has the meaning set forth in Section 2.04(a).

Estimated Cash Amount shall have the meaning set forth in Section 3.1(a).

Examples of Estimated Cash Amount in a sentence

• The Base Purchase Price shall be increased dollar for dollar by the amount the Estimated Cash Amount is greater than zero, or, as applicable, decreased dollar for dollar by the amount the Estimate [sic] Cash Amount is less than zero.

• If the Estimated Net Working Capital is greater than $0, then the Buyer shall cause the payment of the amount of such excess (including, at Buyer’s election, by distributing cash from the Company) into an escrow account (the “Escrow Account”) to be maintained by JP Morgan Chase Bank, N.A. If the Estimated Cash Amount is less than $50 million, then the Base Cash Purchase Price shall be decreased at Closing by the amount of such deficit.

• 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.

• Not less than five business days prior to the Closing Date, Seller Parent shall prepare and deliver to Buyer a certificate executed by the chief financial officer or treasurer of Seller Parent containing (i) Seller Parent’s calculation of the Preliminary Purchase Price, including its calculations of the Estimated Cash Amount, Estimated Indebtedness, Estimated Transaction Expenses Amount and the Estimated Closing Working Capital, and (ii) wire transfer instructions for Seller Parent.

• If the Estimated Cash Amount is greater than $50 million, then the Buyer shall cause the payment of the amount of such excess (including, at Buyer’s election, by distributing cash from the Company) into the Escrow Account.

More Definitions of Estimated Cash Amount

Estimated Cash Amount shall have the meaning set forth in Section 1.5(a).

Estimated Cash Amount shall have the meaning set forth in Section 5.12 of the Merger Agreement.

Estimated Cash Amount has the meaning assigned to such term in Section 2.03(a)(i).

Estimated Cash Amount means the Sellers’ good faith estimate of the Cash Amount as at the relevant time (as set out in this Agreement);

Estimated Cash Amount means the Seller’s good faith estimate of the Cash Amount.

Estimated Cash Amount means Seller Parent’s good faith estimate of the Closing Cash Amount.

Estimated Cash Amount means an amount equal to (1) $375,000,000; minus (2) the Estimated Transaction Expenses; minus (3) the Estimated Closing Indebtedness; plus (4) the Estimated Closing Cash; plus (5) the amount (if any) by which Estimated Working Capital exceeds the Working Capital Target; minus (6) the amount (if any) by which the Working Capital Target exceeds the Estimated Working Capital. The Estimated Cash Amount shall be subject to adjustment as set forth in Section 2.9 hereof. The Estimated Closing Certificate shall be accompanied by a schedule showing the Company's detailed calculation of the items set forth thereon, including, for the avoidance of doubt, detailed calculations of (A) the LTIP Payment; and (B) the Series D/E Payment. The Company shall consider in good faith, and update the Estimated Closing Certificate to reflect, any comments by Parent on such Estimated Closing Certificate.