Estimated Closing Cash Consideration definition

Estimated Closing Cash Consideration has the meaning set forth in Section 2.6(a).

Estimated Closing Cash Consideration means (a) Closing Base Cash Consideration, plus (b) the Estimated Closing Cash and (c) the Estimated Working Capital Adjustment Amount (which may be a negative number), and minus (d) the Estimated Closing Indebtedness, (e) the Identified Divestiture Target Amount, and (f) the Consent Impact Amount.

Estimated Closing Cash Consideration means an amount equal to the sum of (i) the Base Purchase Price, less (ii) the Total Payoff Amounts, less (iii) the principal amount of the Excess Consideration Note.

Examples of Estimated Closing Cash Consideration in a sentence

• At the Closing, (i) Buyer shall pay, or cause to be paid, to each Seller, by wire transfer of immediately available funds to the respective account of such Seller set forth in the Payment Statement, such Seller’s Pro Rata Share of the Estimated Closing Cash Consideration and (ii) Buyer shall direct Parent to, and Parent shall, on behalf of Buyer, issue or cause to be issued, to each Seller in book-entry form, such Seller’s Pro Rata Share of the Closing Parent Shares.

• 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 Parent will be given a reasonable opportunity to review and comment on the Estimated Closing Statement and Seller Parent shall consider in good faith Buyer Parent’s reasonable comments to the Estimated Closing Statement, the calculation of the Estimated Closing Cash Consideration or any of the components thereof or calculations therein.

• In the event Parent shall object to the Estimated Closing Cash Consideration or any item included therein, Parent shall notify the Company of such objection, and the Company and Parent shall cooperate in good faith to attempt to resolve Parent’s objection as soon as practicable prior to the Closing Date.

• The aggregate consideration payable in respect of the Acquisition shall be (x) the Estimated Closing Cash Consideration (payable as set forth in Section 1.04 and subject to adjustment as set forth in Section 1.05) and (y) the Contingent Additional Amount pursuant to the terms of, and subject to the conditions set forth in, the Contingent Additional Amount Agreement.

More Definitions of Estimated Closing Cash Consideration

Estimated Closing Cash Consideration means $62,216,694.82, being (i) the Base Purchase Price, minus (ii) the Estimated Closing Indebtedness, plus (iii) the Estimated Closing Cash.

Estimated Closing Cash Consideration means an amount of cash equal to (a) the Cash Consideration, plus or minus the Estimated Closing Date Working Capital Adjustment, plus (b) the Estimated Closing Cash, minus (c) the Estimated Closing Date Indebtedness, and minus (d) the Estimated Closing Date Transaction Expenses.

Estimated Closing Cash Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the amount, if any, by which Estimated Working Capital is less than Target Working Capital, plus (c) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (d) the Estimated Indebtedness minus (e) the Estimated Transaction Expenses.

Estimated Closing Cash Consideration means $62,216,694.82, being (i) the Base Purchase Price, minus (ii) the Estimated Closing Indebtedness,plus (iii) the Estimated Closing Cash.

Estimated Closing Cash Consideration means the Estimated Closing Consideration minus the Stock Consideration Amount minus the Holdback Amount.

Estimated Closing Cash Consideration means (a) Closing Base Cash Consideration, plus(b)the Estimated Closing Cash and (c) the Estimated Working Capital Adjustment Amount (which may be a negative number), and minus (d) the Estimated Closing Indebtedness, (e) the Identified Divestiture Target Amount, and (f) the Consent Impact Amount.

Estimated Closing Cash Consideration means an amount equal to (a) One Hundred Five Million and no/100 Dollars ($105,000,000.00), plus (b) Estimated Closing Cash, minus (c) the Estimated Closing Indebtedness, minus (d) Estimated Company Transaction Expenses, plus (e) the Estimated Net Working Capital Excess (if any), minus (f) the Estimated Net Working Capital Shortfall (if any), minus (g) the Escrow Amount, minus (h) the Securityholder Representative Reserve, plus (i) the Unaccredited Investor Additional Cash Amount.