Examples of Estimated Closing Debt in a sentence
For purposes of determining the Closing Consideration Value on the Closing Date, the parties shall use the Estimated Transaction Expenses, Estimated Transaction Expense Exclusion and the Estimated Closing Debt.
At the time of the Closing, the Purchase Price shall be calculated based upon the Estimated Closing Working Capital, the Estimated Closing Debt Amount, the Estimated Closing Transaction Expenses, and the Estimated Closing Cash Amount as set forth in the Estimated Closing Statement (as so calculated, the “Estimated Purchase Price”).
The aggregate merger consideration shall be equal to (i) an amount equal to One Hundred Ninety-Five Million Dollars ($195,000,000), (ii) plus the Estimated Closing Cash, (iii) less the Estimated Closing Debt, (iv) less the Estimated Closing Transaction Expenses and (v) subject to the other adjustments as described in Section 2.7(b) below (such net amount, the “Merger Consideration”).
On the Closing Date, Purchaser shall pay to the Sellers in accordance with Article 2.1(i) the Cash Consideration minus the Estimated Closing Working Capital Adjustment as defined in Exhibit 3, plus the Estimated Closing Cash, less the Estimated Closing Debt, minus the Estimated Vivendi Leakage Amount.
For the avoidance of doubt, the foregoing shall only apply to the determination of the Estimated Closing Net Cash and the Estimated Closing Debt and shall not apply to the determination of the Closing Net Cash and the Closing Debt in accordance with Article V of the Merger Agreement and any resultant adjustments.