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, 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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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”).

  • This will be driven through our Dundee Equality and Diversity Partnership which is currently considering the implications of the Guidance on Equalities to Community Planning Partnerships.

  • 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.

  • As of the date hereof, no Company Options are “in-the-money” and immediately prior to the Closing, all Company Options that have not been exercised shall have been terminated, such that no Company Shares will have been issued to any Company Optionholders and no amount of the Estimated Aggregate Consideration or the Final Aggregate Consideration shall be due or payable to any of the Company Optionholders in connection therewith (except as may be reflected in 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.

  • Buyer will have performed and complied in all material respects with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by it at or prior to the Closing (including, for the avoidance of doubt, Buyer’s payment obligations with respect to the Estimated Aggregate Consideration, set forth in Section 3.2 hereof).

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

  • 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 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.


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, 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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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 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.

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

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

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

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

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

  • 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.

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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 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.

  • 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 specified in Section 2.05(a).

  • 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 Holdings 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 Holdings or any of its Subsidiaries.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).