Estimated Adjusted Consideration definition

Estimated Adjusted Consideration means the Base Consideration, either (i) plus the amount, if any, by which Estimated Closing Net Working Capital (as determined pursuant to Section 1.3(a)) is greater than the Targeted Net Working Capital Amount if such amount is greater than the Targeted Net Working Capital Amount but never to exceed the sum of (A) the Base Consideration, plus (B) $260,000, or (ii) minus the amount, if any, by which Estimated Closing Net Working Capital (as determined pursuant to Section 1.3(a)) is less than the Targeted Net Working Capital Amount if such amount is less than the Targeted Net Working Capital Amount.
Sample 1
Estimated Adjusted Consideration means the Base Consideration, minus the amount, if any, by which Estimated Closing Net Working Capital (as determined pursuant to Section 1.3(a)) is less than the Targeted Net Working Capital Amount if such amount is less than the Targeted Net Working Capital Amount.
Sample 1
Estimated Adjusted Consideration has the meaning set out in clause 5.2;
Sample 1

Examples of Estimated Adjusted Consideration in a sentence

  • The Estimated Adjusted Consideration as determined under this Section 2.10 shall constitute the Adjusted Consideration for purposes of any payment to be made hereunder as of the Closing Date.

  • No fewer than three Business Days prior to the Closing Date, the Company shall deliver to Buyer a draft of the Closing Consideration Statement setting forth the Company’s reasonable determination of the Estimated Adjusted Consideration.


More Definitions of Estimated Adjusted Consideration

Estimated Adjusted Consideration has the meaning set forth in Section 2.10.
Sample 1

Related to Estimated Adjusted Consideration

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

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

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • 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.

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

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

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

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

  • Earnout Amount has the meaning set forth in Section 2.7(a).

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

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

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

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

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Adjusted Value as used in subdivision (d) means: