Estimated Closing Cash Payment definition

Estimated Closing Cash Payment has the meaning set forth in Section 1.2(a).

Estimated Closing Cash Payment has the meaning set forth in Section 3.5(a).

Estimated Closing Cash Payment means the Closing Cash Payment as shown on the Pre-Closing Statement.

Examples of Estimated Closing Cash Payment in a sentence

• Buyer will have the right to review and comment on the Estimated Closing Cash Payment (including the components thereof), and Sellers’ Representative will consider and negotiate in good faith any objections and revisions proposed by Buyer to the Estimated Closing Cash Payment (including the components thereof), provided that failure to object or comment will not prejudice or limit Buyer’s rights pursuant to this Section 1.3.

• Each Preferred Unit issued and outstanding immediately prior to the Effective Time (other than any Preferred Units to be cancelled pursuant to Section 2.07(e), if any, and Blocker Company Units) shall be cancelled and extinguished and shall be converted into the right to receive an amount in cash, without interest, equal to a portion of the Estimated Closing Cash Payment and Share Consideration, in each case, as set forth on the Estimated Closing Statement.

• If the Closing Cash Balance is greater than the Estimated Closing Cash Payment, then Purchaser shall pay to Seller in cash an amount equal to the amount by which the Closing Cash Balance exceeds the Estimated Closing Cash Payment.

• The Parties acknowledge and agree that, once paid by the Purchaser in accordance with Section 2.4(a), the amount of each Vendor’s pro rata share of the Estimated Closing Cash Payment (calculated in accordance with Exhibit A) shall be distributed to each Vendor.

• Following Closing, the Estimated Purchase Price will be decreased (as applicable) on a dollar-for-dollar basis by the amount that the Estimated Closing Cash Payment is greater than the Final Closing Cash Payment.

• At the Closing, Purchaser (or its designee) shall (i) pay to Seller in cash (by wire transfer of immediately available funds) an amount equal to $500,000 (the “Estimated Closing Cash Payment”) and (ii) assume from Seller pursuant to the Assumption Agreement the obligation to pay $10,700,000 of the Net Balance (such assumption and the Estimated Closing Cash Payment being collectively referred to as the “Initial Stock Purchase Price”).

• For greater certainty, the Vendors shall distribute the Estimated Closing Cash Payment once paid by the Purchaser in accordance with Section 2.4(a), and the Purchaser’s sole obligation in this regard will be to make the payment in accordance with Section 2.4(a).

• The Estimated Closing Cash Payment, less the ESOP Escrow Amount, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than three (3) Business Days prior to the Closing Date.

• At Closing, Buyer will (or will cause) an aggregate amount equal to the Estimated Closing Cash Payment to be paid to Sellers via wire transfers of immediately available funds to the accounts of the respective Sellers as set forth in the Payment Spreadsheet.

• If all disputed issues are resolved, the amounts as agreed upon by the Buyers and the Seller shall be the Estimated Closing Cash Payment and the Estimated Additional Closing Payment, if any.

More Definitions of Estimated Closing Cash Payment

Estimated Closing Cash Payment is defined in Section ‎2.3.

Estimated Closing Cash Payment means the Exercise Price minus the Estimated Company Transaction Expenses.

Estimated Closing Cash Payment has the meaning set forth in Section 2.03(a). “Estimated Closing Statement” has the meaning set forth in Section 2.03(a)(i). “Estimated Closing Statement Dispute” has the meaning set forth in Section 2.03(a)(ii). “Exchange Act” has the meaning set forth in Section 4.04(b). “FDA” means the U.S. Food and Drug Administration. “Financial Statements” has the meaning set forth in Section 3.06. “Fraud” means common law fraud (as determined under Delaware Law by an appropriate court of competent jurisdiction) committed by a Party hereto with respect to the making of the representations and warranties set forth in Article III or Article IV. “Fully Diluted Shares” means the sum of (i) the total number of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time, plus (ii) the total number of shares of Option Common Stock relating to all In-the-Money Company Stock Options, plus (iii) the total number of shares of Company Common Stock subject to Company Restricted Stock Awards, whether vested or deemed vested under an acceleration schedule approved by the Company Board, plus (iv) the total number of shares of Company Common Stock issuable upon conversion of all shares of Series A Preferred Stock outstanding as of immediately prior to the Effective Time. “GAAP” means U.S. generally accepted accounting principles as consistently applied by the Group Companies’ using the same policies, principles and methodology used in connection with the preparation of the Company’s audited consolidated balance sheet as of December 31, 2017. “Good Clinical Practices” has the meaning as set forth in Section 3.09(g). “Good Laboratory Practices” has the meaning as set forth in Section 3.09(g). “Governmental Entity” means any federal, national, state, foreign, provincial, local or other government or any governmental, regulatory, administrative or self-regulatory 56

Estimated Closing Cash Payment means (i) the Closing Revenues minus (ii) the Advance Payment, as estimated by the Seller pursuant to Section 1.5(a).

Estimated Closing Cash Payment has the meaning set forth in Section 3.03(a)(i). "Estimated Closing Statement" has the meaning set forth in Section 3.03(a)(i). "FDA" means the Food and Drug Administration of the United States of America. "FDA Ethics Policy" has the meaning set forth in Section 6.21(d).