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

  • As a consequence, sensors described in SensorML become standardized, more discoverable and usable via the Web.

  • 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.

  • 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.

  • Number of Underlying Shares Subject to Outstanding Warrants (#) Warrant Exercise Price (€) Per Warrant Cash Value (€)(1) Total Cash Value of Warrants (€)(1) Number of Shares (#) Total Cash Value of Shares (€)(2) Estimated Aggregate Cash Consideration Payable for Warrants and Shares (€) Non-Executive Directors Greig Biotechnology Global Consulting Inc., permanently represented by Russell G.


More Definitions of Estimated Aggregate Cash Consideration

Estimated Aggregate Cash Consideration has the meaning set forth in Section 2.02(a).
Sample 1
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 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 2.6(b).

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

  • 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.

  • 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.

  • 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 Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • 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).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • 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 has the meaning set forth in Section 3.01(b)(iii).

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

  • 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.

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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 specified in Section 2.05(a).

  • 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.

  • 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.