Estimated Aggregate Merger Consideration definition

Estimated Aggregate Merger Consideration means an amount equal to (1) $1,100,000,000; plus (2) the Aggregate Parent Stock Value, minus (3) the Estimated Selling Expenses; minus (4) the Estimated Closing Indebtedness; plus (5) the Estimated Closing Cash; plus (6) the Estimated Net Working Capital Adjustment Amount (which may be a positive or negative dollar amount); plus (7) the Aggregate Exercise Amount; plus (8) the Excess Capital Equipment Adjustment; minus (9) the Provider Relief Adjustment; plus (10) the Estimated M&A Adjustment.

Estimated Aggregate Merger Consideration has the meaning set forth in Section 1.05(a).

Estimated Aggregate Merger Consideration means a good faith estimate of the Aggregate Merger Consideration prepared by the Company and delivered to Parent at least two Business Days before the Effective Time, showing in detail each component thereof. The estimated amount of (i) Indebtedness of the Company Parties included therein attributable to financial institutions shall be based on a pay-off letter obtained from such institutions which shall be submitted with the foregoing estimate and (ii) Transaction Expenses included therein attributable to the Company Service Providers shall be based on pay-off letters obtained from each such Company Service Provider which shall be submitted with the foregoing estimate.

Examples of Estimated Aggregate Merger Consideration in a sentence

• To the extent that the Merger Consideration exceeds the Estimated Aggregate Merger Consideration, unless otherwise agreed upon in writing by BellSouth and SBC, Cingular Manager shall cause AWE, as promptly as practicable after such calculation, to deliver the amount of such difference to the Paying Agent in cash by wire transfer to the Paying Agent JX Xxxxxx Account.

• If Parent delivers to the Company an Objection Notice pursuant to this Section 2.1(d), then the Company and Parent will cooperate in good faith to resolve the disputed items set forth in such Objection Notice as promptly as practicable following Parent’s delivery of such Objection Notice (and in any event prior to the anticipated Closing Date) and agree on the amounts of Available Cash and the Estimated Aggregate Merger Consideration.

• Upon the Closing Date, Parent shall deposit with the Exchange Agent, in trust for the benefit of the stockholders of the Company and the Optionholders, cash in an aggregate amount sufficient to pay the Estimated Aggregate Merger Consideration, less the Escrow Amount to be deposited with the Escrow Agent pursuant to the provisions of Article X (the “Exchange Fund”).

• All payments of the Estimated Aggregate Merger Consideration and any other amounts payable under this Article III made by the Exchange Agent shall be made by wire transfer or check and delivered in person or by mail to the address specified in the applicable letter of transmittal.

• Upon payment of the Estimated Aggregate Merger Consideration as provided by this Section 2.2 (subject to the provisions of Section 3.5(b)), all obligations of Transmation and the Surviving Corporation to Record Holders with respect to the Merger Consideration will have been satisfied and extinguished, and neither Transmation nor the Surviving Corporation will have any liability or obligation to any Record Holder with respect thereto.

• The “Class B Ordinary Share Escrow Amount” shall be an amount for each GAFLL Class B Ordinary Share (other than Rollover Equity) calculated by the Company and set forth in the Estimated Merger Consideration Schedule equal to the product of (i) the Escrow Amount and (ii) the quotient of the Estimated GAFLL Class B Merger Consideration for such GAFLL Class B Ordinary Share divided by the Estimated Aggregate Merger Consideration.

• The “SARs Value Holdback Amount” shall be an amount for each Company SAR calculated by the Company and set forth in the Estimated Merger Consideration Schedule equal to the product of (i) the Estimated SAR Value and (ii) a fraction resulting from dividing the Escrow Amount by the Estimated Aggregate Merger Consideration.

• The Estimated Aggregate Merger Consideration and Estimated Per Share Merger Consideration, in each case after giving effect to any Agreed Adjustments and the resolution of any disputed matters by the Accounting Firm, shall be final and binding as the “Aggregate Merger Consideration” and “Per Share Merger Consideration,” respectively, for purposes of this Agreement.

• None of Parent, Merger Sub, the Company, the Surviving Corporation, the Representative or the Exchange Agent shall be liable to any Person in respect of any Estimated Aggregate Merger Consideration and any other amounts payable under this Article III from the Exchange Fund delivered to a public official pursuant to and in full compliance with any applicable abandoned property, escheat or similar applicable Law.

• The aggregate consideration payable to all Record Holders in respect of the Merger (the "AGGREGATE MERGER CONSIDERATION") will be an amount equal to (a) the Estimated Aggregate Merger Consideration, adjusted by (b) the Adjustment Amount, all as determined as provided by this Article 2.

More Definitions of Estimated Aggregate Merger Consideration

Estimated Aggregate Merger Consideration has the meaning specified in Section 3.2(k).

Estimated Aggregate Merger Consideration means an amount of cash equal to (i) the Base Merger Consideration, plus (ii) the Estimated Net Assets Surplus (if any) or minus (iii) the Estimated Net Assets Deficit (if any).

Estimated Aggregate Merger Consideration means an amount equal to (1) $192,000,000 (the “Base Consideration Amount”); minus

Estimated Aggregate Merger Consideration means the product of the Estimated Closing Book Value and the Multiplier.

Estimated Aggregate Merger Consideration shall have the meaning specified in Section 2.2(e) of this Agreement.