Estimated Aggregate Consideration definition

Estimated Aggregate Consideration has the meaning set forth in Section 2.1(a).
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Estimated Aggregate Consideration has the meaning specified in Section 3.4(a).
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Estimated Aggregate Consideration means a number of shares of Parent Stock calculated as follows: (a) the sum of (i) the Base Amount, plus (ii) the Earn-Out Amount (for purposes of the calculation of Estimated Aggregate Consideration, the parties hereto agree that the Earn-Out Amount shall be deemed to equal zero dollars ($0)), plus (iii) the Estimated Closing Cash, minus (iv) the Estimated Closing Indebtedness, minus (v) the Estimated Transaction Expenses, plus or minus (vi) the Working Capital Excess or the Working Capital Shortfall, as applicable (as determined according to the Estimated Working Capital delivered in the Pre-Closing Statement).
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Examples of Estimated Aggregate Consideration in a sentence

  • No later than the second (2) Business Day prior to the Closing Date, the Company shall deliver to Parent OP a good faith calculation of the Estimated Aggregate Consideration Value setting forth the amount of each of the components thereof and accompanied by reasonable supporting work papers used by the Company in the preparation thereof.

  • HSE shall pay to Transferor an aggregate amount in cash equal to: (x) the Estimated Aggregate Consideration minus (y) the Transferor Escrow Amount (the “Estimated Cash Consideration”).

  • The calculation of shares of Parent Stock in the Estimated Aggregate Consideration is as set forth on the Distribution Schedule.

  • Upon proper delivery of the Company Share Certificates to the Buyer, each Seller shall be entitled to receive in exchange therefor the applicable portion of the Estimated Aggregate Consideration in respect of the Company Shares represented by such Company Share Certificate, as reflected on the Distribution Schedule.

  • No party hereto shall be obligated to indemnify any other Person with respect to any Losses with respect to any matter to the extent such matter was included in the calculation of the adjustment to the Estimated Aggregate Consideration pursuant to Section 2.06(b).

  • Parent and Securityholder Representative, on behalf of the Company Securityholders, agree to treat the Adjustment Amount as an adjustment to the Estimated Aggregate Consideration for all Tax purposes except to the extent required by applicable Regulations.

  • The calculation of the Estimated Aggregate Consideration is attached hereto as Schedule C.

  • The Pre-Closing Statement will be accompanied by reasonably detailed schedules indicating a calculation of the Estimated Aggregate Consideration, the Estimated Closing Cash, the Estimated Closing Indebtedness, the Estimated Closing Transaction Expenses, and the Estimated Closing Trade Payables.

  • If Buyer and the Sellers agree on changes to the Company’s proposed Estimated Net Working Capital, the Company’s proposed Estimated Capital Expenditure Adjustment Amount, Estimated Aggregate Consideration Adjustment Amount or the Company’s calculation of the number of Transaction Units based on such discussions, then the number of Transaction Units to be issued at Closing shall be based on such changes.

  • Effective upon the Closing, each Seller shall be entitled to receive in exchange therefor the applicable portion of the Estimated Aggregate Consideration in respect of the Company Shares as reflected on the Distribution Schedule, which the Sellers agree that the Buyer and Parent can rely on as correct and final.


More Definitions of Estimated Aggregate Consideration

Estimated Aggregate Consideration means a number of shares of Parent Stock calculated as follows: (a) the sum of (i) the Base Amount, minus (ii) the Estimated Closing Indebtedness in excess of $0, plus or minus (iii) the Working Capital Excess or the Working Capital Shortfall, as applicable (as determined according to the Estimated Working Capital delivered in the Pre-Closing Statement).
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Estimated Aggregate Consideration means an amount equal to (i) $112,500,000, minus (ii) the Estimated Closing Date Funded Indebtedness, plus (iii) the Estimated Net Working Capital Adjustment, minus (iv) the Estimated Special Adjustment, (v) minus the Estimated Deferred Revenue Adjustment, plus (vi) the Estimated Unrestricted Cash.
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Estimated Aggregate Consideration has the meaning set forth in Section 2.1(a). “Estimated Cash Consideration” has the meaning set forth in Section 2.1(a)(i). “Estimated Closing Cash Amount” has the meaning set forth in Section 2.2(a).
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Related to Estimated Aggregate Consideration

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

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

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

  • Base Consideration is defined in Section 2.2.

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

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

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

  • 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.

  • 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.

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

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

  • 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.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

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

  • Maximum Aggregate Purchase Price has the meaning assigned to such term in the Pricing Side Letter.

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Excess Aggregate Contributions means, with respect to any Plan Year, the excess of:

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

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

  • 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.