Estimated Cash Consideration definition

Estimated Cash Consideration has the meaning set forth in Section 1.9(a).

Estimated Cash Consideration is defined in Section 2.2(d).

Estimated Cash Consideration means the Cash Consideration, (a) minus the Estimated Closing Debt, and (b) (i) plus the amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital, or (ii) minus the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Working Capital.

Examples of Estimated Cash Consideration in a sentence

• The Estimated Cash Consideration Amount and the Estimated Blocker Adjustment Amount shall be delivered as part of the Closing Cash Payment in accordance with Section 2.03(a)(i) of this Agreement.

• Buyer has or will have at the Closing sufficient funds available to pay the Estimated Cash Consideration, Option Consideration and Warrant Consideration and any additional amount if and to the extent required to be paid by Buyer pursuant to Section 2.8(f).

• The Pre-Closing Statement shall control solely for purposes of determining the Estimated Cash Consideration and shall not limit or otherwise affect Buyer’s rights or remedies under this Agreement (or otherwise) or constitute an acknowledgment, consent, waiver or estoppel by or of Buyer with respect to the accuracy thereof.

• The Escrow Agreement shall provide that the Adjustment Escrow Amount will be used to satisfy the post-Closing adjustment to Estimated Cash Consideration, if any, pursuant to Section 1.3 (Working Capital Adjustment), the Indemnity Escrow Amount will be used to satisfy the Sellers’ obligations, if any, pursuant to ARTICLE 10 (Indemnification) and the Regulatory Permit Escrow Amount will be used to satisfy the Sellers’ obligations pursuant to Section 10.1(a)(vii).

• The Estimated Cash Consideration shall be subject to adjustment following the Closing pursuant to Section 1.4, which, as adjusted, shall be the Final Cash Consideration.

More Definitions of Estimated Cash Consideration

Estimated Cash Consideration has the meaning specified in Section 3.02(d).

Estimated Cash Consideration means a cash amount equal to the Unadjusted Cash Consideration (i) plus the amount, if any, by which Estimated Closing Working Capital exceeds $1,212,000,000, or (ii) minus the amount, if any, by which $1,188,000,000 exceeds the Estimated Closing Working Capital or (iii) with no adjustment if Estimated Closing Working Capital is an amount between $1,188,000,000 and $1,212,000,000 (inclusive).

Estimated Cash Consideration means an amount equal to $180,000,000, minus the Estimated Closing Indebtedness, plus the Estimated Closing Cash Amount, minus the Estimated Transaction Expenses.

Estimated Cash Consideration means an amount equal to: (i) the amount outstanding under the senior secured revolving credit facility under the Prepetition Credit Agreement as set forth in the Cash Consideration Statement, plus (ii) the amount outstanding under the DIP Financing as set forth in the Cash Consideration Statement, plus (iii) an amount equal to the Administrative Expense Amount, plus (iv) the UCC Settlement Amount (if any), less (v) Estimated Closing Cash; provided, that in no event shall the Estimated Cash Consideration exceed the Estimated Cash Consideration Cap.

Estimated Cash Consideration means an amount in cash equal to (i) the Cash Consideration minus (ii) the Estimated Closing Indebtedness, if any, minus (iii) the Estimated Closing Transaction Expenses, if any, plus (iv) the Estimated Net Working Capital Surplus, if any, minus (v) the Estimated Net Working Capital Deficit, if any, plus (vi) the Estimated Closing Cash, if any.

Estimated Cash Consideration has the meaning assigned to it in Section 6.9(d).

Estimated Cash Consideration means $37,375,000 plus (i) the Inventory Estimated Amount plus Pre-Paid Expenses plus the Accounts Receivable Estimated Amount, minus the Cure Cost Adjustment, if any and minus the dollar amount of real and personal property Taxes allocated to Seller pursuant to Section 11.1(b) (including any real or personal property Taxes for any Pre-Closing Tax Period that Purchaser either pays at the Closing or assumes and agrees to pay after the Closing).