Estimated Closing Cash Proceeds definition

Estimated Closing Cash Proceeds is defined in Section 2.04(a).
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Estimated Closing Cash Proceeds is defined in Section 3.03(a).
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Estimated Closing Cash Proceeds means seven hundred ninety-six million, nine hundred four thousand, seven hundred twenty-three dollars and four cents ($796,904,723.04), which is the Company's estimate as of the date hereof of the Closing Cash Proceeds, the calculation and components of which are set forth on the Estimated Closing Cash Proceeds Schedule .
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Examples of Estimated Closing Cash Proceeds in a sentence

  • Upon delivery to the Purchaser of certificates for the Shares at the Closing and the Purchaser’s payment of the Estimated Closing Cash Proceeds, the Purchaser shall acquire good, valid and marketable title to the Shares, free and clear of any Liens other than Liens arising under applicable securities Laws and the Company’s Governing Documents.

  • The failure by the Purchaser to submit any comments to the Company pursuant to the preceding sentence (or the decision by the Company to revise or not revise the Estimated Closing Cash Proceeds in response to any such comments) shall not be deemed a waiver of any right of the Purchaser or the Representative to raise any such objection during the course of the adjustment process set forth in this Section 3.03.

  • Following delivery of the Company’s calculation of the Estimated Closing Cash Proceeds, to the extent reasonably requested by the Purchaser, the Company shall make available to the Purchaser supporting documentation used in preparing the Estimated Closing Cash Proceeds.

  • The Estimated Closing Cash Proceeds shall be calculated in accordance with the Applicable Accounting Principles.

  • In addition to the Estimated Closing Statement provided pursuant to this Section 2.04, the Company shall provide to the Purchaser an updated version of the Payment Schedule based on the Estimated Closing Cash Proceeds, which shall be updated to include the Closing Series A/C Share for each of Holdings LP and Falcon, and the amounts to be paid to each Seller and Falcon pursuant to Section 2.03.

  • The Purchaser may submit any comments in writing to the Company until 5:00 p.m. prevailing Eastern Time, on the second (2nd) Business Day prior to the anticipated Closing Date and the Company will consider any such comments in good faith and, if any such comments are agreed, will so revise the Estimated Closing Cash Proceeds.

  • The Company shall provide the Purchaser and its representatives with reasonable opportunity to review and propose comments to the Estimated Closing Cash Proceeds calculation and shall consider the Purchaser’s comments thereon in good faith to the extent received at least two Business Days prior to the Closing, it being understood that in no event shall the acceptance of Purchaser’s comments be considered a condition to Closing or otherwise delay the Closing.

  • An amount in cash equal to the Representative Holdback Amount as reflected in the determination of the Estimated Closing Cash Proceeds will be delivered or caused to be delivered by the Purchaser to the Representative pursuant to payment instructions delivered by the Representative to the Purchaser in writing prior to the Closing.

  • Each Buyer will at the Closing make payment to the relevant Seller of its share of the Estimated Closing Cash Proceeds, as set forth on such notice.


More Definitions of Estimated Closing Cash Proceeds

Estimated Closing Cash Proceeds means $260,135,196, which is the Sellers’ reasonable, good faith estimate of the Closing Cash Proceeds, the calculation and components of which are set forth on Exhibit A.
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Estimated Closing Cash Proceeds means $15,711,066, the calculation and components of which are set forth on Exhibit C. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
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Estimated Closing Cash Proceeds means $15,711,066, the calculation and components of which are set forth on Exhibit C.
Sample 1
Estimated Closing Cash Proceeds means seven hundred ninety-six million, nine hundred four thousand, seven hundred twenty-three dollars and four cents ($796,904,723.04), which is the Company's estimate as of the date hereof of the Closing Cash Proceeds, the calculation and components of which are set forth on the Estimated Closing Cash Proceeds Schedule.
Sample 1

Related to Estimated Closing Cash Proceeds

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2