Estimated Cash Amount definition

Estimated Cash Amount has the meaning set forth in Section 2.4(a).

Estimated Cash Amount shall have the meaning set forth in Section 2.1(a)(i).

Estimated Cash Amount shall have the meaning set forth in Section 3.1(a).

Examples of Estimated Cash Amount in a sentence

• As promptly as practicable after the Closing, but in no event later than 15 days following the Closing, Parent shall review the Estimated Cash Amount, the Estimated Working Capital Amount, and the Estimated MDA Liabilities provided to Parent by the Company prior to the Effective Time of the Merger under Section 5.12 of the Merger Agreement.

• However, in the event that Parent believes, in its sole and absolute discretion, that (i) the Closing Cash Amount is greater than or equal to the Estimated Cash Amount, (ii) the Working Capital Amount as of the Closing Date is greater than or equal to 80% of the Base Working Capital Amount and (iii) the MDA Liabilities as of the Closing Date are less than or equal to the Estimated MDA Liabilities, then Parent shall pay or cause to be paid as promptly as practicable the Cash/Holdback Payment Amount.

• The Company shall provide Parent with access to the audit work papers related to such computations in providing the Estimated Cash Amount.

• As of the Effective Time, the Estimated Cash Amount minus the Estimated MDA Liabilities shall not be less than zero.

• Subject to the terms and conditions set forth in this Agreement, the aggregate consideration to be paid by Buyer at the Closing in connection with the Transactions is equal to: (i) Five Hundred Million Dollars ($500,000,000), minus (ii) the Estimated Indebtedness, plus (iii) Estimated Cash Amount minus (iv) the estimated aggregate amount of unpaid Transaction Expenses minus (v) the estimated aggregate amount of unpaid Change of Control Liabilities.

More Definitions of Estimated Cash Amount

Estimated Cash Amount shall have the meaning set forth in Section 5.12 of the Merger Agreement.

Estimated Cash Amount has the meaning assigned to such term in Section 2.03(a)(i).

Estimated Cash Amount means the Sellers’ good faith estimate of the Cash Amount as at the relevant time (as set out in this Agreement);

Estimated Cash Amount means the Seller’s good faith estimate of the Cash Amount.

Estimated Cash Amount. Section 5.12.4 “Estimated MDA Liabilities” Section 5.12.3

Estimated Cash Amount means Seller Parent’s good faith estimate of the Closing Cash Amount.

Estimated Cash Amount means a reasonable estimate of the Cash Amount, as determined by the Seller and certified by the Chief Financial Officer of Zymark, after the Buyer has had an opportunity to review and comment.