Estimated Closing definition

Estimated Closing. Statement shall mean a statement setting forth the unaudited balance sheet of the Company as of the close of business on the last day of the month ended two months immediately prior to the month in which the Completion occurs, prepared in accordance with U.S. generally accepted accounting principles and using the same methodology used to prepare the Reference Closing Statement, including the Seller's good faith calculation of the Estimated Net Asset Value.
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Estimated Closing shall have the meaning set forth in Section 2.3. Debt"
Sample 1
Estimated Closing. Balance Sheet" Section 2.01(a)(ii) "Estimated Merger Consideration" Section 2.01(a)(ii) "Excluded Assets" Section 2.01(c) "Excluded Assets Transactions" Section 5.10 "Financial Statements" Section 3.06 "First S Corp. Year" Section 3.18(a) "GAAP" Section 2.01(c)(i) "General Representations" Section 8.01 "Governmental Entity" Section 3.05(a) "Hazardous Materials" Section 3.27(f)(iv) "Holders" Heading Paragraph "Holder Releases" Section 7.02(d) "Holder Representative" Heading Paragraph "IBCL" Section 1.01 "Indemnitee" Section 8.04 "Indemnitor" Section 8.04 "Independent Firm" Section 2.01(c)(iv)
Sample 1

Examples of Estimated Closing in a sentence

  • The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

  • The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement.

  • The Estimated Closing Statement shall be accompanied by a schedule showing the Company’s reasonably detailed calculation of the items set forth thereon.

  • The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.4(e).

  • The Closing Balance Sheet shall be prepared in accordance with GAAP and using the same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Estimated Closing Balance Sheet.

  • The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles.

  • If CPUC Approval has not been obtained on or prior to the Estimated Closing Date, as the same may be extended, the provisions of Section 4.4 below shall apply.

  • Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

  • The Merger Consideration will be estimated at Closing based on the Estimated Closing Statement delivered pursuant to Section 1.13 and adjusted after Closing in accordance with Section 1.14.

  • If the conditions set forth in Section 4 have been satisfied (or waived by the party for whose benefit such condition precedent exists) prior to the Estimated Closing Date, the parties may mutually agree to accelerate the Closing Date.


More Definitions of Estimated Closing

Estimated Closing. NWC has the meaning set forth in Section 4.2.2.
Sample 1
Estimated Closing. Balance Sheet" Section 2.04(a)(i) "Exchange Act" Section 3.05(a) "Financial Statements" Section 3.06 "Forward Merger" Section 1.01(a) "Forward Merger Surviving Corporation" Section 1.01(a) "GAAP" Section 2.04(a) "General Representations" Section 9.01 "Governmental Entity" Section 3.05(a) "Hazardous Materials" Section 3.27(f)(iv) "Holders" Heading Paragraph "Holder Releases" Section 7.02(f) "Holder Representative" Heading Paragraph "Holder Representatives" Heading Paragraph "HSR Act" Section 3.05(a) "IBCL" Section 1.01 "Indemnitee" Section 9.06(a) "Indemnitor" Section 9.06(a) "Independent Firm" Section 2.04(a)(iv) "Intellectual Property Rights" Section 3.14 "IRS" Section 3.19(c)(i) "Key Employee" Section 3.19(a) "knowledge" Section 13.16 "Leased Real Property" Section 3.10(b) "Letter Agreement" Section 2.05(b) "Licenses" Section 3.15 "Liens" Section 3.05(b) "Losses" Section 9.02 "M&P" Section 3.06 "Material Adverse Effect" Section 13.17 "Merger" Section 1.01 "Merger Consideration Per Common Share" Section 2.01(b)(iii) "Merger Consideration" Section 2.01(a) "NHTSA" Section 3.23 "Non-Competition Agreements" Section 7.02(d) "Objection Notice" Section 2.04(a)(iii) "Open Purchase Orders" Section 3.09(b) "Optionholders" Heading Paragraph "Outside Date" Section 10.01(iv) "Owned Real Property" Section 3.10(a) "Parent" Heading Paragraph "Parent Common Stock" Whereas Clause 2 "Parent Preferred Stock" Whereas Clause 2 "PCBs" Section 3.27(e) "Permitted Liens" Section 3.05(b)
Sample 1
Estimated Closing. Balance Sheet" 3.3(a) "Estimated Closing Stockholders Equity" 3.3(a) "Final Closing Adjustment" 3.4(d) "Final Closing Balance Sheet" 3.4(c) "Final Stockholder Equity" 3.4(a) "Fiscal Year" 3.1(b) "HIPAA" 6.2(l) "HSR Act" 10.1 "Indemnifying Party" 14.6(a) "Independent Accounting Firm" 3.4(c) "Intellectual Property" 6.2(j) "Legal Representatives" 15.13 "Life Insurance Policies" 8.2(d) "November P&L" 3.4(a) "Objection Notice" 3.1(b) "Permits" 6.2(k) "Phantom Stock Agreements" 3.3(z)(II) "Preliminary Closing Balance Sheet" 3.4(a) "Recapitalization" Recitals "Recapitalization Financing" 12.6 "Redeemed Stock" 2.4 "Sale of the Business" 3.1(b) "Selling Stockholders" Recitals "Selling Stockholders' Basket" 4.3(a) "Senior Management" 2.2 "Stipulation Agreement" 6.2(o) "Tax Returns" 6.2(g) "Total Consideration" 3.1 "Unaudited Financial Statements" 6.2(c) -7- 9
Sample 1

Related to Estimated Closing

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

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Final Closing means the last closing under the Private Placement;

  • Second Closing has the meaning set forth in Section 2.2.

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Closing Date means the date of the Second Closing.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.