Estimated Aggregate Purchase Price definition

Estimated Aggregate Purchase Price has the meaning set forth in Section 2.3.

Estimated Aggregate Purchase Price shall have the meaning set forth in Section 3.04(a).

Estimated Aggregate Purchase Price is defined in Section 1.3 of this Agreement.

Examples of Estimated Aggregate Purchase Price in a sentence

• Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and upon delivery by Buyer of the Estimated Aggregate Purchase Price and the other amounts in accordance with Section 2.04(a), Buyer will purchase and acquire from Seller, and Seller will sell, assign, transfer and convey to Buyer, all of Seller’s rights, title and interest in all of the Shares, free and clear of all Liens, other than Liens created by or on behalf of Buyer and under applicable securities Laws.

• Instances of cases that were checked in multiple times should be relatively uncommon and therefore should not affect the national results.

• If the Aggregate Purchase Price, as determined pursuant to Section 2.6(a), is greater than the Estimated Aggregate Purchase Price, Purchaser will, within five (5) Business Days after the determination thereof, pay to Seller an amount equal to such excess, by wire transfer of immediately available funds.

• The purchase price to be paid by Purchaser at the Closing to Seller for the Purchased Interests shall consist of a payment at the Closing, as specified in Section 2.4(a), of an amount of cash equal to the Estimated Aggregate Purchase Price and shall be subject to adjustment as specified in Section 2.6.

• At the Closing, the Purchaser shall pay (or cause to be paid) to the Seller, by wire transfer of immediately available funds to such account as specified in instructions delivered to the Purchaser by the Seller prior to the Closing, a cash amount equal to the Estimated Aggregate Purchase Price minus the sum of the Indemnity Escrow Amount and the Working Capital Escrow Amount (the “Closing Date Payment”).

More Definitions of Estimated Aggregate Purchase Price

Estimated Aggregate Purchase Price means (a) the Base Purchase Price, (b) minus the Estimated Unpaid Expenses, (c) plus the Estimated Prepaid Expenses, (d) plus the Estimated Accounts Receivable and (e) plus the Estimated Unbilled Energy Costs.

Estimated Aggregate Purchase Price has the meaning set forth in Section 1.04.

Estimated Aggregate Purchase Price. Section 3.04(a)

Estimated Aggregate Purchase Price means the Total Enterprise Value, plus the Estimated Closing Cash Balance, minus the Estimated Closing Indebtedness, minus the Estimated Stockholders’ Expenses, plus the Estimated Working Capital Adjustment (if the Estimated Working Capital Adjustment is a positive adjustment under the definition of such term), or minus the Estimated Working Capital Adjustment (if the Estimated Working Capital Adjustment is a negative adjustment under the definition of such term), minus the Escrow Amount, minus the Administrative Expense Amount, minus the Aggregate Liquidation Preference (provided, that if the holders of Series C Preferred Stock are entitled to receive the As-Converted Amount, then for the purposes of this definition the Series C Aggregate Liquidation Preference shall be excluded from the calculation of Aggregate Liquidation Preference).

Estimated Aggregate Purchase Price means (i) the Base Purchase Price, plus (ii) Estimated Closing Cash, minus (iii) Estimated Closing Indebtedness, minus (iv) Estimated Closing Non-Controlling Interest, minus (v) Estimated Closing Transaction Expenses, minus (vi) the Escrow Amount, minus (vii) the Holder Representative Expense Fund Amount, plus (viii) the Estimated Closing Working Capital Adjustment (for the avoidance of doubt, (A) if the Estimated Closing Working Capital Adjustment is more than $100,000 less than Target Working Capital, this will result in a dollar-for-dollar reduction to the Estimated Aggregate Purchase Price, (B) if the Estimated Closing Working Capital Adjustment is more than $100,000 greater than Target Working Capital, this will result in a dollar-for-dollar increase to the Estimated Aggregate Purchase Price, and (C) if the Estimated Closing Working Capital Adjustment is $100,000 or less below Target Working Capital or $100,000 or less above Target Working Capital, then the Estimated Closing Working Capital Adjustment will be $0), plus (ix) the Aggregate Option Exercise Price, plus (x) the Aggregate Threshold Amount.

Estimated Aggregate Purchase Price means and be an amount equal to the Preliminary Aggregate Purchase Price plus (A) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Closing Net Working Capital, or minus (B) the amount, if any, by which the Target Closing Net Working Capital is greater than the Estimated Closing Net Working Capital.

Estimated Aggregate Purchase Price means (a) the Enterprise Value, (b) plus the amount of Estimated Closing Cash, (c) minus the amount of the Estimated Closing Indebtedness, (d) minus the amount of the Estimated Company Transaction Expenses, (e) plus or minus the Estimated Net Working Capital Adjustment.