Estimated Closing Adjustment Amount has the meaning set forth in Section 2.6(a).
Estimated Closing Adjustment Amount means an amount equal to the difference of (a) the Estimated Closing Date Cash, minus (b) the Estimated Closing Date Indebtedness, minus (c) the Estimated Net Working Capital Adjustment Amount; provided that the Estimated Closing Adjustment Amount may be positive or negative.
Estimated Closing Adjustment Amount means (A) Estimated Closing Cash plus (B) Estimated Closing Working Capital minus Target Working Capital (which amount may be positive or negative) minus (C) Estimated Closing Debt minus (D) Estimated Transaction Expenses minus (E) Estimated Closing Taxes plus (F) Estimated Closing Transaction Tax Deductions.
Examples of Estimated Closing Adjustment Amount in a sentence
The sum of the Estimated Subscriber Adjustment Amount and the Estimated Closing Net Liabilities Adjustment Amount is referred to herein as the "Estimated Closing Adjustment Amount" and may be a positive or a negative amount.
If the Estimated Closing Adjustment Amount is a positive number, the Estimated Purchase Price shall be calculated by adding the amount of the Estimated Closing Adjustment Amount to the Base Purchase Price on a dollar-for-dollar basis pursuant to Section 1.01(c).
If the Estimated Closing Adjustment Amount calculated with respect to any Newco is a negative number, such amount shall be payable at the Closing by the Transferor of such Newco to the Transferee of such Newco.
The purchase price (the "Purchase Price") for the Shares shall be $10,550,000, adjusted initially by the Estimated Closing Adjustment Amount and finally by the Closing Adjustment Amount.
In the biological opinion, NMFS determined that the amount or extent of anticipated take, coupled with other effects of the proposed action, is not likely to result in jeopardy to the species or destruction or adverse modification of critical habitat.
More Definitions of Estimated Closing Adjustment Amount
Estimated Closing Adjustment Amount means an amount (positive or negative) equal to the Estimated Net Working Capital, minus the Target Working Capital, plus the Estimated Cash, minus the Estimated Debt, minus the Estimated Transaction Expenses. If the Estimated Closing Adjustment Amount is a positive number, the Estimated Purchase Price shall be calculated by adding the amount of the Estimated Closing Adjustment Amount to the Base Purchase Price on a dollar-for-dollar basis pursuant to Section 1.01(c). If the Estimated Closing Adjustment Amount is a negative number, the Estimated Purchase Price shall be calculated by subtracting the absolute value of the amount of the Estimated Closing Adjustment Amount from the Base Purchase Price on a dollar-for-dollar basis pursuant to Section 1.01(c). The Estimated Closing Statement shall be prepared in accordance with GAAP applied on a basis that is consistent with past practices and prior periods and the accounting principles, practices, procedures, policies and methods set forth on Exhibit C; provided, that in the event of any conflict between GAAP and the sample calculation set forth on Exhibit C, Exhibit C shall govern.
Estimated Closing Adjustment Amount has the meaning ascribed to such term in Section 1.04(b).
Estimated Closing Adjustment Amount shall be an amount equal to the Companies Estimated Closing Net Working Capital minus the Companies Net Working Capital Target. If the Companies Estimated Closing Adjustment Amount is a positive number (the “Companies Positive Closing Net Working Capital Amount”), the Company Interest Purchase Consideration shall be increased on a dollar-for-dollar basis by the Companies Positive Closing Net Working Capital Amount. If the Companies Estimated Closing Adjustment Amount is a negative number (the “Companies Negative Closing Net Working Capital Amount”), the Company Interest Purchase Consideration shall be decreased on a dollar-for-dollar basis by the Companies Negative Closing Net Working Capital Amount.
Estimated Closing Adjustment Amount shall be an amount equal to the Estimated Closing Working Capital minus the Targeted Working Capital. If the Estimated Closing Adjustment Amount is a positive number, the Closing Cash Consideration shall be increased on a dollar for dollar basis by the Estimated Closing Adjustment Amount. If the Estimated Closing Adjustment Amount is a negative number, the Closing Cash Consideration shall be reduced on a dollar for dollar basis by the Estimated Closing Adjustment Amount.
Estimated Closing Adjustment Amount has the meaning set for in Section 1.3(a).
Estimated Closing Adjustment Amount shall be an amount equal to the Estimated Closing Net Working Capital minus the Net Working Capital Target. If the Estimated Closing Adjustment Amount is a positive number (“Positive Closing Net Working Capital Amount”), the Cash Consideration shall be increased on a dollar-for-dollar basis by the Positive Closing Net Working Capital Amount. If the Estimated Closing Adjustment Amount is a negative number (“Negative Closing Net Working Capital Amount”), the Cash Consideration shall be decreased on a dollar-for-dollar basis by the Negative Closing Net Working Capital Amount
Estimated Closing Adjustment Amount means adjustments to the Purchase Price determined on the Closing Date by applying the following: (a) the Purchase Price shall be decreased to the extent that (i) the estimated Net Financial Indebtedness is a positive number, and/or (ii) the amount, if any, by which the estimated Closing Date Working Capital is lower than the Targeted Net Working Capital, and (b) the Purchase Price shall be increased to the extent that (i) the amount, if any, by which the Closing Date Working Capital exceeds the estimated Net Working Capital, and/or (ii) to the extent that the estimated Net Financial Indebtedness measured as of the Closing Date is a negative number. “Estimated Purchase Price” shall mean $90,000,000 as adjusted by the Estimated Closing Adjustment Amount. “Estimated Net Financial Indebtedness” shall have the meaning given in Section 2.3(b)(i). “Evaluation Material” shall mean any information, documents or materials provided to Buyer in any presentations, meetings or similar form or made available to Buyer in any data rooms (whether physical or electronic) maintained by or on behalf of Seller, in each case relating to the Companies or the business of the Companies in connection with the transactions contemplated by this Agreement. “Excluded Assets” shall mean (a) the assets and liabilities relating exclusively to the Excluded Business Activities, and (b) the email mailboxes of certain employees of Parent, which are stored on the backup servers of the Companies, all of which are identified on Exhibit B. “Excluded Business Activities” shall mean (a) that certain contract by and between FCC Environmental and the City of Houston for the transportation and management of waste from the City’s water treatment facilities; (b) that certain proposal by FCC Environmental to provide, together with certain Affiliates, certain decontamination and hazardous waste disposal services to a joint venture that includes other Affiliates in connection with such joint venture’s proposal for the I-4 Ultimate Project and any contract resulting from such proposal; and