Closing Equity Value definition

Closing Equity Value has the meaning set forth in Section 3.02.

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Closing Equity Value means (a) $165,000,000, minus (b) the Holdback Equity Pool Closing Value.

Closing Equity Value means an amount equal to, as of the Effective Time, (i) $85,000,000, minus (ii) any Company Indebtedness Amount, minus (iii) any Overage.

Examples of Closing Equity Value in a sentence

• If the independent evaluation established a Closing Equity Value which is 110% or more of the value determined by Purchaser as set forth in the Closing Equity Certificate, Purchaser shall pay all costs incurred by Seller in connection with such independent evaluation.

• After the execution of this Agreement, Purchaser and Sellers’ Representative shall cooperate in estimating the Closing Equity Value and such estimate shall be revised from time to time until the Closing as circumstances warrant.

• Sellers shall pay or reimburse Purchaser or the Acquired Company Entities for, as applicable, all Taxes related to a Pass-Through Tax Return imposed on the Acquired Company Entities in respect of any period through the Closing Date, and all income Taxes imposed on the Acquired Company Entities in respect of any period through the Closing Equity Value Date.

• No later than three (3) Business Days prior to the Closing Date, Sellers’ Representative shall have delivered to Purchaser a Closing Equity Value Schedule, duly certified by the Chief Executive Officer or the Chief Financial Officer of the Acquired Companies.

• Assuming the fulfillment, at or prior to Closing, of each of the conditions set forth in Section 7.03, any of which may be waived in writing by Purchaser in its sole discretion, Purchaser will have as of the Closing Date, sufficient readily available funds with which to pay the Closing Equity Value and consummate the Transactions.

More Definitions of Closing Equity Value

Closing Equity Value means an amount equal to (a) USD 2,210,000,000 plus (b) the Cash Adjustment Excess less (c) the Cash Adjustment Shortfall.

Closing Equity Value means the sum of (a) the Company Equity Value plus (b) the aggregate amount of proceeds actually received pursuant to all Approved Company Financings (determined in U.S. Dollars based on the applicable Foreign Exchange Rate as of the date such amounts are so received) as of immediately prior to the Merger Effective Time.

Closing Equity Value means an amount equal to (a) the Base Purchase Price, plus (b) the Estimated Closing Cash, plus (c) the amount (if any) by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, less (d) the amount (if any) by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital less (e) the Estimated Closing Indebtedness, less (f) the Estimated Transaction Expenses.

Closing Equity Value means EUR *** million (corresponding to the equity value of 100% of DSM as at the Closing Date);

Closing Equity Value means Seller Book Value (i) minus any unrealized gains and plus any unrealized losses in Seller’s investment portfolio due to mark-to-market adjustments, (ii) plus the expenses incurred, or projected to be paid or incurred prior to, or at, the Closing, in connection with the Agreement and the transactions contemplated by it by the Holding Company and/or Seller in connection with, or as a result of, the Transactions (including legal, accounting, and investment banking fees; expenses for the termination and de-conversion of Seller’s data processing agreement; accrued bonuses, and change in control, severance and salary continuation agreement payments to be made by the Holding Company and Seller in connection with the Transactions; the insurance premiums contemplated by Section 6.02; and taxes, if any, accrued prior to Closing by Holding Company or Seller as a result of the Transactions (which

Closing Equity Value means $98,800,000, minus (i) the unpaid Company Transaction Expenses, minus (ii) the Leakage Impact (the aggregate amount of the Sales Bonuses is a Company Transaction Expense Leakage Event pursuant to Section 6.01), plus (iii) the Tax Distribution Adjustment, plus (iv) the Tax Gross-Up Amount, which Closing Equity Value has been calculated as set forth on Schedule C-1 hereto and based on Cash, Indebtedness and Working Capital as of the Closing Equity Value Date.

Closing Equity Value means $8,000,000.