Estimated Closing Consideration has the meaning specified in Section 2.04.
Estimated Closing 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 Consideration will have the meaning set forth in Section 3.4(a).
Examples of Estimated Closing Consideration in a sentence
If the Final Closing Consideration Amount is greater than the Estimated Closing Consideration Amount, then Buyer shall pay the Sellers the amount by which the Final Closing Consideration Amount is greater than the Estimated Closing Consideration Amount pursuant to Section 2.3(g).
If the Final Closing Consideration Amount is less than the Estimated Closing Consideration Amount, the Sellers shall pay Buyer the amount by which Final Closing Consideration Amount is less than Estimated Closing Consideration Amount pursuant to Section 2.3(g).
More Definitions of Estimated Closing Consideration
Estimated Closing Consideration means an amount equal to the total of (a) the Cash Consideration, plus (b) the cash value of the Stock Consideration, minus (c) the amount, if any, by which Estimated Working Capital is less than Target Working Capital, plus (d) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (e) the Estimated Indebtedness minus (f) the Estimated Transaction Expenses.
Estimated Closing Consideration means an amount equal to: (i) $100,000,000, less (ii) all Indebtedness owed by any Company Group Member (other than Indebtedness owed to another Company Group Member) and all ancillary obligations thereto (including all interest accrued thereon and all fees, charges or premiums associated therewith), to the extent not paid prior to the date of the Closing Statement (other than the Accounts Receivable Loan), less (iii) all Transaction Expenses to the extent not paid prior to the date of the Closing Statement, less (iv) the Retention Equity Value; plus (v) if the Estimated Net Adjustment Amount exceeds the Net Adjustment Amount Target, the amount by which the Estimated Net Adjustment Amount exceeds the Net Adjustment Amount Target, less, (vi) if the Net Adjustment Amount Target exceeds the Estimated Net Adjustment Amount, the amount by which the Net Adjustment Amount Target exceeds the Estimated Net Adjustment Amount less (vii) any Transfer Taxes payable pursuant to Section 7.1, whether payable prior to or after Closing, to the extent not paid prior to the date of the Closing Statement.
Estimated Closing Consideration has the meaning given in the Arrangement Agreement;
Estimated Closing Consideration means an amount equal to the total of (a) the Base Amount, (b) plus the Seller Prepaids, minus (c) the Estimated Indebtedness, minus (d) the Estimated Transaction Expenses.
Estimated Closing Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the Estimated Indebtedness minus (c) the Estimated Transaction Expenses.
Estimated Closing Consideration has the meaning ascribed thereto in Section 2.3(v).
Estimated Closing Consideration has the meaning specified in Section 2.04. “Estimated Closing Date Balance Sheet” has the meaning specified in Section 2.04. “Estimated Closing Statement” has the meaning specified in Section 2.04. “Exchange Act” means the Securities Exchange Act of 1934.