Estimated Aggregate Closing Consideration has the meaning set forth in Section 1.02(b).

Estimated Aggregate Closing Consideration means Seller’s good faith estimate of the Aggregate Closing Consideration, determined in consultation with Buyer, at or prior to the Closing, based on the Company’s and its Subsidiaries’ consolidated balance sheet as of May 31, 2017 adjusted for best estimates based on subsequent general ledger entries with respect to Closing Invested Capital and Closing Indebtedness, as may be reasonably practicable.

Examples of Estimated Aggregate Closing Consideration in a sentence

In accordance with Section 1.01 of the Purchase Agreement, Buyer shall deliver the Estimated Aggregate Closing Consideration to an account designated by the Seller Representative.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, assign, transfer and convey to Purchaser free and clear of all Liens, and Purchaser shall purchase and acquire from such Seller, all of the Units owned by such Seller in exchange for the payment to such Seller of its portion of the Estimated Aggregate Closing Consideration.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, assign, transfer and convey to Purchaser free and clear of all Liens, and Purchaser shall purchase and acquire from such Seller, all of the Shares owned by such Seller in exchange for the payment in cash to such Seller its portion of the Estimated Aggregate Closing Consideration.
The allocation of the Estimated Aggregate Closing Consideration (including the Rollover Shares) amongst the Sellers, and the manner in which the Common Units and PEF Options shall be sold to Buyer and the Estimated Aggregate Closing Consideration shall be distributed by the Seller Representative to the Sellers at the Closing, are set forth on the attached Consideration Allocation and Mechanics Schedule.
The allocation of the Estimated Aggregate Closing Consideration among the Sellers, and the manner in which the Estimated Aggregate Closing Consideration shall be paid to or at the direction of the Seller Representative at the Closing for distribution to the Sellers through an independent paying agent (the “Paying Agent”) engaged by the Seller Representative for such purpose, is set forth on the attached Consideration Allocation and Mechanics Schedule.
The Closing Certificate shall identify all differences between the computed Aggregate Closing Consideration based on the proposed Closing Certificate and the Estimated Aggregate Closing Consideration based on the Estimated Closing Certificate.
At the Effective Time, Buyer will deliver, by wire transfer of immediately available funds to the Paying Agent, cash in an amount equal to the portion of the Estimated Aggregate Closing Consideration payable to the Company Shareholders in accordance with Section ‎1.6 (less the Purchase Price Adjustment Escrow Deposit Amount).

Related to Estimated Aggregate Closing Consideration

Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.
Cash Consideration has the meaning set forth in Section 2.2.
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.
Closing Payment has the meaning set forth in Section 2.2.
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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Initial Consideration has meaning ascribed by Clause 4.1;
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Payment Amount has the meaning specified in Section 1.5.
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.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

Estimated Aggregate Closing Consideration definition

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