Estimated Cash Consideration Amount definition

Estimated Cash Consideration Amount means an amount in Dollars equal to the sum of:
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Estimated Cash Consideration Amount has the meaning set forth in Section 2.04(a).
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Estimated Cash Consideration Amount means an amount equal to (1) $150,000,000; minus (2) the Estimated Transaction Expenses; minus (3) the Estimated Closing Indebtedness; minus (4) the Escrow Amount minus (5) the Expense Fund Amount minus (6) the aggregate amount of the Second Interim Payment and any Additional Interim Payments. The Estimated Cash Consideration Amount shall be subject to adjustment as set forth in Section 2.8. The Company shall consider in good faith, and update the Estimated Closing Certificate to reflect, any comments by Parent on such Estimated Closing Certificate.
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Examples of Estimated Cash Consideration Amount in a sentence

  • In the event that the full amount by which the Estimated Cash Consideration Amount exceeds the final Cash Consideration Amount is greater than the Price Adjustment Escrow Funds, none of Buyers, the Blocker, the Company or any other Person shall have any recourse against the Sellers’ Representative, any of the Seller Parties or any other Person for such excess.

  • As consideration for the Acquired Interests, the Blocker Buyer and the Company Buyer shall (a) pay or cause to be paid to the Seller Parties an amount equal to the Estimated Cash Consideration Amount and (b) issue to the Seller Parties the Equity Consideration, in each case, in accordance with the Consideration Schedule, and (c) pay or cause to be paid to the Seller Parties as and when payable after the Closing, the Additional Consideration in accordance with the Consideration Schedule.

  • For the avoidance of doubt, any amounts payable by Purchaser pursuant to Section 5.32 of the Seller Disclosure Schedule shall be paid in addition to the Transaction Consideration and shall not reduce the Estimated Cash Consideration Amount or the Cash Consideration Amount.

  • The subject property is generally identified as The Sandybrook Center which is located at 19650 U.S. 441 E., Mt. Dora, Florida.

  • At the Closing, the Buyer shall pay, or cause to be paid, in consideration for the Holding Company Interests, an aggregate amount in cash equal to the Estimated Cash Consideration Amount, by wire transfer of immediately available funds to the accounts designated by the Seller in writing to the Buyer not less than two (2) Business Days prior to the Closing Date.


More Definitions of Estimated Cash Consideration Amount

Estimated Cash Consideration Amount means an amount equal to (a) the Base Amount, minus (b) the Closing Date Indebtedness Amount, minus (c) Transaction Expense Amount, minus (d) the Closing Date Current Taxes Amount, minus (e) the Assumed Equity Closing Amount, minus (f) the Estimated Pre-Closing Business Cash Adjustment.
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Related to Estimated Cash Consideration Amount

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

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

  • 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.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • 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.

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

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

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”