Aggregate Estimated Consideration definition

Aggregate Estimated Consideration means (a) the sum of (i) the Aggregate Cash Consideration, plus (ii) the Estimated Closing Cash, plus (iii) the Estimated Closing Net Working Capital Adjustment Amount (if a positive number) minus (b) the sum of (i) the Estimated Closing Funded Indebtedness, plus (ii) the Estimated Closing Transaction Expenses, plus (iii) if the Estimated Closing Net Working Capital Adjustment Amount is a negative number, the absolute value of the Estimated Closing Net Working Capital Adjustment Amount.
Sample 1Sample 2
Aggregate Estimated Consideration means an amount, expressed in U.S. dollars, equal to the (A) Base Purchase Price, minus (B) the Estimated Closing Indebtedness, minus (C) the Estimated Transaction Expenses, minus (D) the amount, if any, by which the Target Working Capital Amount exceeds the Estimated Working Capital Amount, plus (E) the amount, if any, by which the Estimated Working Capital Amount exceeds the Target Working Capital Amount, plus (F) the Estimated Closing Cash, plus (G) the Estimated Closing Net Tax Asset Position, plus (H) the Estimated Closing Transaction Tax Benefit Amount minus (I) the Aggregate Holdback Amount, minus (J) if the Preferred Share Redemption Value is not paid by the Canadian Subsidiary or the Put Right Purchaser (as applicable) prior to the Closing pursuant to Section 5.6(d), the Preferred Share Redemption Value.
Sample 1
Aggregate Estimated Consideration means (a) the sum of (i) the Aggregate Cash Consideration, plus (ii) the Estimated Closing Cash, plus (iii) the Closing Net Working Capital Adjustment Amount (if a positive number) minus (b) the sum of (i) the Estimated Closing Funded Indebtedness, plus (ii) the Estimated Closing Transaction Expenses, plus (iii) if the Closing Net Working Capital Adjustment Amount is a negative number, the absolute value of the Closing Net Working Capital Adjustment Amount, plus (iv) the Equityholders’ Representative Expense Amount.
Sample 1

Examples of Aggregate Estimated Consideration in a sentence

  • Buyer has sufficient cash on hand or other sources of available funds that together are sufficient to enable it to pay the Aggregate Estimated Consideration as required by and in accordance with this Agreement and to consummate the Contemplated Transactions.

  • This Agreement shall have an initial term beginning on the Effective Date and ending on (the “Initial Term”), provided that this Agreement shall remain in full force and effect with respect to all Task Orders issued hereunder during the Initial Term until each is completed or terminated.


More Definitions of Aggregate Estimated Consideration

Aggregate Estimated Consideration means an amount, expressed in U.S. dollars, equal to the (A) Base Purchase Price, minus(B) the Estimated Closing Indebtedness, minus (C) the Estimated Transaction Expenses, minus (D) the amount, if any, by which the Target Working Capital Amount exceeds the Estimated Working Capital Amount, plus (E) the amount, if any, by which the Estimated Working Capital Amount exceeds the Target Working Capital Amount, plus (F) the Estimated Closing Cash, plus (G) the Estimated Closing Net Tax Asset Position, plus(H) the Estimated Closing Transaction Tax Benefit Amount minus (I) the Aggregate Holdback Amount, minus (J) if the Preferred Share Redemption Value is not paid by the Canadian Subsidiary or the Put Right Purchaser (as applicable) prior to the Closing pursuant to Section 5.6(d) , the Preferred Share Redemption Value.
Sample 1
Aggregate Estimated Consideration means the sum of the Estimated Consideration attributable to the Acquired Subsidiaries, Nelco SG, and Neltec SA.
Sample 1

Related to Aggregate Estimated Consideration

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Intrinsic Loss Estimate means total losses under the shared loss agreements in the amount of One hundred Sixty-eight million dollars ($168,000,000.00).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eleven million dollars ($11,000,000.00).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).