Estimated Transaction Consideration Sample Clauses

Estimated Transaction Consideration. No later than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a written statement (the “Closing Statement”) setting forth its good faith estimate of the Transaction Consideration (the “Estimated Transaction Consideration”) in respect of which the Company shall (A) use the actual Enterprise Value and (B) estimate in good faith (1) the amount of Closing Date Funded Indebtedness, (2) the amount of Unpaid Seller Expenses, (3) the amount of Cash and Cash Equivalents, and (4) the Net Working Capital Adjustment, together with reasonably detailed supporting documentation and information (including a reasonably detailed calculation of Accrued Income Tax Liabilities). To the extent reasonably requested by Purchaser, the Company will make available to Purchaser and its auditors and advisors all records and work papers used in preparing the Closing Statement; provided that any information provided pursuant hereto shall be subject to the confidentiality and non-use obligations of ‎Section 6.3. The Company shall review any comments reasonably proposed by Purchaser with respect to the Closing Statement setting forth the Estimated Transaction Consideration, and will consider, in good faith, any changes proposed by Purchaser or its representatives in good faith; provided, however, that if, after such good faith consideration, the Company does not agree with respect to any such comments or changes, subject to Section 2.3(c), the estimates set forth in the Closing Statement delivered by the Company in accordance with this ‎Section 2.3(a) will be utilized for purposes of calculating the Estimated Transaction Consideration, and in no event will Purchaser’s consent or approval to the estimates set forth in the Closing Statement be deemed to condition or delay the Closing. At the Closing:
Sample 1
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Estimated Transaction Consideration. For purposes of the Closing, Parent shall, after consultation with the Company, make a good-faith estimate (the “Estimated Transaction Consideration”) of the Total Transaction Consideration based on (i) the estimated amounts of (A) the Cash Adjustment Amount after a review of the most recent ascertainable financial information of the Company and its Subsidiaries presented by the Company three (3) business days prior to the Closing Date and (B) the Capital Expenditure Amount for which detailed records and a reconciliation to Schedule 1.3(a)(iii) are presented by the Company and (ii) the Sellers’ Tax Cost (as determined pursuant to Sections 1.6(a) and (c)). The Estimated Transaction Consideration minus the Indemnification Escrow, the Severance Escrow and the Adjustment Escrow is referred to herein as the “Closing Payment.”
Sample 1
Estimated Transaction Consideration. At least two (2) Business Days prior to the Closing, the Sellers’ Representative shall have caused the Company to deliver to the Purchaser a certificate signed by an officer of the Company setting forth a good faith estimate of the amount of the Closing Indebtedness, Closing Working Capital, and the -2- EAST\168212916.9
Sample 1
Estimated Transaction Consideration. The estimated consideration is calculated as follows (in millions, except for share data): Tenneco shares issued for purchase of Federal-Mogul 29,444,846 Tenneco share price at June 19, 2018 market close $ 46.57 Fair value of equity portion of consideration $ 1,371 Cash Consideration 800 Assumed Federal-Mogul debt: Revolver 250 Term Loan C Facility 1,455 Senior Secured Notes due 2022 511 Senior Secured Floating Rate Notes due 2024 370 Senior Secured Notes due 2024 431 Other debt 164 Total Consideration $ 5,352 The estimate of consideration expected to be transferred and reflected in this unaudited pro forma condensed combined financial information does not purport to represent what the actual consideration transferred will be when the transaction is completed. For purposes of these unaudited pro forma condensed combined financial statements, the market price of Tenneco common stock based on the June 19, 2018 market close of $46.57 was used to calculate the estimate of consideration expected to be transferred. However, the fair value of equity securities issued as the consideration transferred will be measured using the market price of Tenneco common stock on the closing date. Under the Purchase Agreement, until the date that is 10 business days prior to the anticipated closing date of the transaction, Tenneco may elect to conduct a primary offering of Common Stock in order to raise funds to increase the Cash Consideration by up to $400 million and decrease the Stock Consideration by selling up to 7,315,490 shares of Common Stock.
Sample 1
Estimated Transaction Consideration. The estimated consideration is calculated as follows (in millions, except for share data): Tenneco shares issued for purchase of Federal-Mogul 29,444,846 Tenneco share price at September 21, 2018 market close $ 45.49 Fair value of equity portion of consideration $ 1,339 Cash Consideration 800 Repayment of Federal-Mogul debt and accrued interest: Revolver 250 Term Loan C Facility 1,455 Accrued interest 3 Fair value of assumed Federal-Mogul debt: Senior Secured Notes due 2022 499 Senior Secured Floating Rate Notes due 2024 353 Senior Secured Notes due 2024 425 Other debt 158 Total Consideration $ 5,282 The estimate of consideration expected to be transferred and reflected in this unaudited pro forma condensed combined financial information does not purport to represent what the actual consideration transferred will be when the transaction is completed. For purposes of these unaudited pro forma condensed combined financial statements, the market price of Tenneco common stock based on the September 21, 2018 market close of $45.49 was used to calculate the estimate of consideration expected to be transferred. However, the fair value of equity securities issued as the consideration transferred will be measured using the market price of Tenneco common stock on the closing date.
Sample 1
Estimated Transaction Consideration. One (1) Business Day prior to the Closing, the Shareholders shall have caused the Companies to deliver to the Purchaser a certificate signed by the Chief Financial Officer of FWP and reasonably agreed upon by the Purchaser setting forth a good faith estimate of the amount of the Closing Cash, Closing Indebtedness, the Closing Working Capital and the Working Capital Adjustment (the “Closing Certificate”). As used herein, “Estimated Closing Cash”, “Estimated Closing Indebtedness”, “Estimated Closing Working Capital” and “Estimated Working Capital Adjustment” mean the estimates of the Closing Cash, Closing Indebtedness, the Closing Working Capital and the Working Capital Adjustment, respectively, set forth in the Closing Certificate. The Estimated Working Capital Adjustment will be a good faith estimate of the Closing Working Capital plus or minus the Working Capital Target. As used herein, “Estimated Transaction Consideration” means an amount equal to the Transaction Consideration, assuming for purposes of such calculation that Closing Cash is equal to Estimated Closing Cash, Closing Indebtedness is equal to the Estimated Closing Indebtedness, the Closing Working Capital is equal to the Estimated Closing Working Capital and the Estimated Working Capital Adjustment will be the final Working Capital Adjustment. The Closing Certificate shall (i) be prepared in accordance with Schedule 2.3, and, except as set forth on Schedule 2.3, in accordance with GAAP and, except where inconsistent with GAAP or as set forth on Schedule 2.3, shall use the same accounting principles and practices the Companies have historically used, (ii) be derived from the books and records (including the general ledgers) of the Companies, and (iii) accurately reflect such books and records (including the general ledgers).
Sample 1
Estimated Transaction Consideration. At least two (2) Business Days prior to the Closing, the Company shall deliver to the Purchaser (i) a certificate signed by an officer of the Company and reasonably agreed upon by the Purchaser setting forth a good faith estimate of the Estimated Closing Indebtedness, Selling Expenses, Estimated Closing Working Capital and the calculations of the Estimated Transaction Consideration and Closing Consideration based thereon (the “Closing Certificate”), and (ii) a schedule (the “Allocation Schedule”) of the Transaction Consideration payable to (a) each
Sample 1
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Estimated Transaction Consideration 
Sample 1Sample 2

Related to Estimated Transaction Consideration

  • Transaction Consideration The Transaction Consideration;

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Stock Consideration 3 subsidiary...................................................................53

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

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