Estimated Acquisition Consideration definition

Estimated Acquisition Consideration means the Acquisition Consideration as shown on the Estimated Closing Purchase Price Certificate and approved by the Purchaser.
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Estimated Acquisition Consideration has the meaning set forth in Section 3.2(a).
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Estimated Acquisition Consideration means an amount equal to (A) $36,960,000, (B) less the Estimated Assumed Indebtedness Amount, (C) plus the excess of the Estimated Net Working Capital Amount over the Baseline Net Working Capital Amount or minus the excess of the Baseline Net Working Capital Amount over the Estimated Net Working Capital Amount, and (D) plus the Estimated Tax Adjustment Amount.
Sample 1

Examples of Estimated Acquisition Consideration in a sentence

  • The total preliminary estimated acquisition consideration as shown in the table above is allocated to OmniAmerican’s tangible and intangible assets and liabilities as of September 30, 2014 based on their preliminary estimated fair values as follows (in thousands): Preliminary Estimated Acquisition Consideration Allocation Approximately $8.6 million has been preliminarily allocated to amortizable intangible assets acquired.

  • Client acknowledges that trading decisions in Adviser’s model portfolio is generated by computer algorithms, and Adviser shall not accept any specific trading restrictions from Client.

  • Subject to Section 2.6(c)(iii) below, if the Actual Acquisition Consideration is greater than the Estimated Acquisition Consideration, the Purchaser will, within five (5) business days after the determination thereof, pay to the Company an amount equal to (A) the Actual Acquisition Consideration minus (B) the Estimated Acquisition Consideration.

  • The Bank Note 3—Preliminary Estimated Acquisition Consideration AllocationUnder the acquisition method of accounting, the total acquisition consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of FCB and BOW based on their estimated fair values as of the closing of the mergers.

Related to Estimated Acquisition Consideration

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

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

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

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

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

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

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(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.

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Working Capital Escrow Amount means $2,000,000.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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.

  • 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.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).