Estimated Aggregate Cash Consideration definition

Estimated Aggregate Cash Consideration means an amount equal to the sum of (a) $2,350,000,000.00, (b) plus Estimated Closing Cash (which may be a negative number), (c) minus Estimated Closing Indebtedness, (d) minus Estimated Outstanding Company Expenses, (e) minus the Adjustment Escrow Amount, (f) minus the Post Measurement Date Payment Amount, minus (g) $2,250,000.00.
Sample 1Sample 2
Estimated Aggregate Cash Consideration means (i) $55,000,000.00 minus (ii) the lesser of (A) the Maximum Estimated Reduction Amount and (B) the excess, if any, of the Benchmark Adjusted Net Working Capital over the Estimated Adjusted Net Working Capital minus (iii) the COBRA Reduction, if any. Sellers shall, concurrently with their delivery of the Closing Date Calculation Certificate, provide Buyer with copies of all materials used by Sellers and their representatives in the determination of the Estimated Adjusted Net Working Capital, and shall promptly provide Buyer with such other financial information requested by Buyer. In the event that Buyer notifies Sellers, prior to the Closing, that it disputes the amount of the Estimated Adjusted Net Working Capital (such notice being referred to as an “Objection Notice”), Buyer and Sellers shall cooperate in good faith to resolve any such dispute as promptly as practicable. If, prior to the Closing, Buyer and Sellers agree in writing to any changes to the Estimated Adjusted Net Working Capital, then the Estimated Adjusted Net Working Capital, as the case may be, shall be modified as so agreed. If as of 12:00 noon Minneapolis time on the Business Day prior to the Closing Date, Buyer and Sellers have not agreed in writing to the amount of the Estimated Adjusted Net Working Capital, then, prior to the Closing, Buyer may deliver to Sellers its good faith estimate of the Estimated Adjusted Net Working Capital (the “Buyer Estimated Adjusted Net Working Capital”).
Sample 1
Estimated Aggregate Cash Consideration has the meaning set forth in Section 2.3(a). “Excluded Assets” has the meaning set forth in Section 1.2.
Sample 1

Examples of Estimated Aggregate Cash Consideration in a sentence

  • Notwithstanding anything to the contrary in this Agreement, in no event shall the Closing Payments payable by Parent pursuant to the Payment Schedule exceed the Estimated Aggregate Cash Consideration and the Aggregate Stock Consideration minus the Escrow Stock Amount.

  • The Estimate Certificate shall be prepared, and the Estimated Aggregate Cash Consideration (and all components thereof) shall be determined, in each case as of the Measurement Time in a manner consistent with the Accounting Policies and the definitions set forth herein and based on the ANAC Companies’ books and records and other information available at the time.

  • Set forth in Exhibit B is an example of the calculation of the Estimated Aggregate Cash Consideration, as contemplated pursuant to this Section 2.2, as if the Closing occurred on June 30, 2019.


More Definitions of Estimated Aggregate Cash Consideration

Estimated Aggregate Cash Consideration means the sum of (a) the Base Cash Consideration, minus (b) the Estimated Closing Date Leakage Amount, minus (c) Estimated Closing Date Indebtedness, minus (d) the Escrow Cash Amount, minus (e) the Estimated Closing Date Company Expenses, minus (f) the Shareholder Allocable Expenses, minus (g) the aggregate amount of all Option Cash Payments.
Sample 1
Estimated Aggregate Cash Consideration has the meaning set forth in Section 2.02(a).
Sample 1
Estimated Aggregate Cash Consideration is defined in Section 1.6(a).
Sample 1

Related to Estimated Aggregate Cash Consideration

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries 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, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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

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

  • 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • Total Consideration shall have the meaning as set forth in Section 2.8.

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Estimated Closing 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));

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

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

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

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

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