Closing Estimate definition

Closing Estimate has the meaning set forth in Section 2.4(b).

Closing Estimate is defined in Section 2.3(b).

Closing Estimate as defined in Section 2.6.

Examples of Closing Estimate in a sentence

• Not less than two (2) business days prior to the Closing Date, the Company shall deliver to the Buyer a good faith estimate of the Closing Date Deduction (a "Closing Estimate"), which shall be used for the calculation of the Purchase Price.

• Seller shall consult in good faith with Purchaser in the preparation of the Closing Estimate, shall use its reasonable commercial efforts to provide Purchaser with a draft thereof showing the components of Estimated Net Debt (together with any supporting work papers) at least six Business Days prior to the Closing Date, and shall consider in good faith any comments provided by Purchaser prior to preparing the final calculation of the Estimated Purchase Price.

• For illustrative purposes only, based on such Company Closing Estimate Statement, the elections made by the Company Group Holders as set forth in the Election Forms delivered in connection herewith and any direction letters delivered to Blue Owl as described on Annex H, the Company Group Closing Merger Consideration would be allocated to the Company Group Holders as set forth on Annex I.

• At the Closing, Acquiror shall deposit with the Escrow Agent, an amount equal to the Adjustment Escrow Amount and the same shall be subject to reduction pursuant to Section 2.4 (Closing Estimate and Post-Closing Adjustment for Consideration) and the Escrow Agreement (the account(s) into which such amounts are deposited, the “Adjustment Escrow Account”).

• Seller agrees it shall prepare the Closing Estimate in accordance with, as applicable, the definitions of “Closing Net Debt” and “Estimated Purchase Price” set forth herein and, in the case of the Estimated Net Debt, the Accounting Principles, and each of Seller and Seller Parent shall deliver, together with the Closing Estimate, any supporting documentation and additional information as may be reasonably requested by Purchaser with respect to the amounts set forth in the Closing Estimate.

• The Adjustment Escrow Account shall be used exclusively to satisfy amounts payable to Acquiror, if any, pursuant to Section 2.4 (Closing Estimate and Post-Closing Adjustment for Consideration).

• The cash portion, or the aggregate liquidation and redemption value of the Preferred Stock portion, as the case may be, of the Purchase Price shall be estimated by the parties at the Closing, in good faith and consistent with past accounting practices and procedures (the "Closing Estimate"), and finalized after the Closing in accordance with Section 2.6.

• Following the Closing Date, either the Buyer or the Seller Representative may seek to adjust the Closing Estimate pursuant to the procedures set forth in Exhibit A hereto (the provisions of which Exhibit A shall be as agreed upon in good faith by the Buyer, the Company and the Seller Representative promptly after the date hereof), and any such adjustment and corresponding adjustment, if any, to the Adjusted Equity Value and Purchase Price will be governed by such procedures set forth in such Exhibit A.

• The components of the Purchase Price will be determined for the purpose of Closing according to the Closing Estimate under Section 2.4.

• For purposes of this Agreement, the term “Estimated Aggregate Common Stock Merger Consideration Payable at Closing” means the Aggregate Common Stock Merger Consideration calculated using the amounts set forth on the Closing Estimate and Funds Flow Statement.

More Definitions of Closing Estimate

Closing Estimate has the meaning set forth in Section 3.4(a) below.

Closing Estimate has the meaning given to it in Article ‎3.2.2;

Closing Estimate has the meaning given to the term in Section 2.1(b)(ii) of this Agreement.

Closing Estimate has the meaning set forth in Section 3.3(b) of this ---------------- Agreement.