Estimated Closing Cash Consideration has the meaning set forth in Section 2.6(a).
Estimated Closing Cash Consideration means an amount equal to the sum of (i) the Base Purchase Price, less (ii) the Total Payoff Amounts, less (iii) the principal amount of the Excess Consideration Note.
Estimated Closing Cash Consideration means $62,216,694.82, being (i) the Base Purchase Price, minus (ii) the Estimated Closing Indebtedness, plus (iii) the Estimated Closing Cash.
Examples of Estimated Closing Cash Consideration in a sentence
As of date of this Agreement, Buyer Parent and Buyer have, and as of the Closing, Buyer Parent and Buyer will have, sufficient cash on hand or other sources of immediately available funds to pay (a) the Estimated Closing Cash Consideration and all other payments contemplated by Section 1.10 and (b) all of the out-of-pocket costs of the Buyer Entities arising from the consummation of the Transactions.
At the Closing, Buyer will deliver, by wire transfer of immediately available funds to Paying Agent (for further distribution to Unitholders (other than Blockers) and Blocker Sellers), cash in an amount equal to the portion of the Estimated Closing Cash Consideration payable to the Unitholders (other than Blockers) and Blocker Sellers in accordance with Section 1.07.
More Definitions of Estimated Closing Cash Consideration
Estimated Closing Cash Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the amount, if any, by which Estimated Working Capital is less than Target Working Capital, plus (c) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (d) the Estimated Indebtedness minus (e) the Estimated Transaction Expenses.
Estimated Closing Cash Consideration means an amount of cash equal to (a) the Cash Consideration, plus or minus the Estimated Closing Date Working Capital Adjustment, plus (b) the Estimated Closing Cash, minus (c) the Estimated Closing Date Indebtedness, and minus (d) the Estimated Closing Date Transaction Expenses.
Estimated Closing Cash Consideration means a cash payment payable by Buyer to Seller at Closing equal to:
(i) the Base Purchase Price;
(ii) if the Estimated Closing Working Capital is less than the Closing Working Capital Lower Target, then minus the amount, if any, by which the Closing Working Capital Lower Target exceeds the Estimated Closing Working Capital (for the avoidance of doubt, if the Estimated Closing Working Capital is within the Closing Working Capital Collar Range, then the amount to be deducted pursuant to this subclause (ii) shall be Zero Dollars ($0));
(iii) if the Estimated Closing Working Capital exceeds the Closing Working Capital Upper Target, then plus the amount, if any, by which the Estimated Closing Working Capital exceeds the Closing Working Capital Upper Target (for the avoidance of doubt, if the Estimated Closing Working Capital is within the Closing Working Capital Collar Range, then the amount to be added pursuant to this subclause (iii) shall be Zero Dollars ($0)); plus
(iv) the Paid CER Capex; minus
(v) the Seller Severance Amount.
Estimated Closing Cash Consideration means an amount equal to (a) One Hundred Five Million and no/100 Dollars ($105,000,000.00), plus (b) Estimated Closing Cash, minus (c) the Estimated Closing Indebtedness, minus (d) Estimated Company Transaction Expenses, plus (e) the Estimated Net Working Capital Excess (if any), minus (f) the Estimated Net Working Capital Shortfall (if any), minus (g) the Escrow Amount, minus (h) the Securityholder Representative Reserve, plus (i) the Unaccredited Investor Additional Cash Amount.
Estimated Closing Cash Consideration is defined in Section 3.1.
Estimated Closing Cash Consideration means $62,216,694.82, being (i) the Base Purchase Price, minus (ii) the Estimated Closing Indebtedness,plus (iii) the Estimated Closing Cash.
Estimated Closing Cash Consideration means (a) Closing Base Cash Consideration, plus(b)the Estimated Closing Cash and (c) the Estimated Working Capital Adjustment Amount (which may be a negative number), and minus (d) the Estimated Closing Indebtedness, (e) the Identified Divestiture Target Amount, and (f) the Consent Impact Amount.