Closing Date Value definition

Closing Date Value and "Pre-Closing Date Value" have the meanings set forth in Schedule 2.02.

Closing Date Value means the sum of (i) the Adjusted Statutory Book Value as of the Closing Date plus (ii) the Tax Asset Value as of the Closing Date, in each case as calculated based on the Closing Statement Methodologies from amounts set forth in the Closing Statement.

Closing Date Value means the sum of (a) the aggregate amount of the Retained Liabilities as of the Closing Date, plus (b) the aggregate amount of the Net Operating Liabilities as of the Closing Date.

Examples of Closing Date Value in a sentence

• On the basis of such good-faith estimate of the Closing Date Value, and without being subject to any challenge or dispute on the part of Buyer, and without any loss of Buyer's rights under Section 2.04(d), the parties will determine whether Sellers or Buyer is required to make a payment to the other.

• Within ten (10) calendar days following the Closing Date, Sellers will deliver to Buyer a good-faith estimate of the Closing Date Value, such estimate to be calculated in the manner set forth in Schedule 2.02.

• Notwithstanding the terms of this Section 12.6(a), disputes with respect to the Closing Statement and the calculation of the Closing Date Value shall be resolved in accordance with the terms of Section 2.5.

• In the exxxx xx xxx xxxxxx to 7301 Baymeadows Way that results ix x xxxxxxxx xxxxx such insurance policies prior to the Closing, Sellers and the Selling Companies shall transfer the proceeds thereof to Buyer and, for purposes of Article II, the Closing Date Value of 7301 Baymeadows Way shall not reflxxx xxx xxxxxes arising out of, or in connection with, such damage to the extent covered by insurance or condemnation proceeds.

• For purposes of determining the number of shares of Parent Common Stock to be applied in payment of an indemnification claim, the Closing Date Value will apply.

More Definitions of Closing Date Value

Closing Date Value means the closing price of the Class A Shares on the applicable Exchange Date.

Closing Date Value means the average of the last daily sale prices of the Buyer Common Stock (as reported by The Wall Street Journal) for the five (5) consecutive trading days immediately preceding the Closing Date.

Closing Date Value. $100.00 per share of Common Stock, as such number may be equitably adjusted for any stock dividend, stock split, reverse stock split, recapitalization or consolidation. Common Stock: the Class A Common Stock and the Class B Common Stock, including, for the avoidance of doubt, any Rollover Stock.

Closing Date Value means the sum of (A) the Reference Value, plus (B) the Estimated Closing Date Cash, minus (C) the Estimated Closing Date Unpaid Indebtedness, minus (D) the Estimated Closing Date Unpaid Transaction Expenses, plus (E) the Working Capital Adjustment Amount (if any), which may be a positive or negative number.

Closing Date Value set forth in the Unit Purchase Agreement applicable to such Rollover Units. SECTION 12 RIGHTS OF PARTICIPANTS 12.1

Closing Date Value means the average closing price per share of the Acquiror's Common Stock on the Nasdaq National Market over the thirty (30) day period preceding the Closing Date.

Closing Date Value means an amount equal to the product of (x) the sum of (i) the "Purchase Price" as defined in the Purchase Agreement (and adjusted pursuant to Section 1.5 of the Purchase Agreement), (ii) an amount equal to the expenses incurred by Triarc in connection with the transactions contemplated by the Purchase Agreement, and (iii) the amount of any payment by Triarc of expenses of SCM pursuant to Section 14.1(a) of the Purchase Agreement; and (y) a fraction, the numerator of which is 1.0 and the denominator of which is 0.6360.