Estimated Closing Cash Proceeds definition

Estimated Closing Cash Proceeds is defined in Section 2.04(a).

Estimated Closing Cash Proceeds is defined in Section 3.03(a).

Estimated Closing Cash Proceeds means $15,711,066, the calculation and components of which are set forth on Exhibit C.

Examples of Estimated Closing Cash Proceeds in a sentence

• Each Buyer will at the Closing make payment to the relevant Seller of its share of the Estimated Closing Cash Proceeds, as set forth on such notice.

• Upon delivery to the Purchaser of certificates for the Shares at the Closing and the Purchaser’s payment of the Estimated Closing Cash Proceeds, the Purchaser shall acquire good, valid and marketable title to the Shares, free and clear of any Liens other than Liens arising under applicable securities Laws and the Company’s Governing Documents.

• The foregoing constitutes the final settlement, release and waiver of any and all claims or liabilities of any type or nature with respect to Section 2.04 of the Purchase Agreement, the Closing Statement, the Objection Notice and the calculation, and amount of, the Estimated Closing Cash Proceeds, and the Closing Cash Proceeds (and the calculations of Indebtedness, Cash, Closing Working Capital and Transaction Expenses therein).

• The Purchaser may submit any comments in writing to the Company until 5:00 p.m. prevailing Eastern Time, on the second (2nd) Business Day prior to the anticipated Closing Date and the Company will consider any such comments in good faith and, if any such comments are agreed, will so revise the Estimated Closing Cash Proceeds.

• The failure by the Purchaser to submit any comments to the Company pursuant to the preceding sentence (or the decision by the Company to revise or not revise the Estimated Closing Cash Proceeds in response to any such comments) shall not be deemed a waiver of any right of the Purchaser or the Representative to raise any such objection during the course of the adjustment process set forth in this Section 3.03.

• In addition to the Estimated Closing Statement provided pursuant to this Section 2.04, the Company shall provide to the Purchaser an updated version of the Payment Schedule based on the Estimated Closing Cash Proceeds, which shall be updated to include the Closing Series A/C Share for each of Holdings LP and Falcon, and the amounts to be paid to each Seller and Falcon pursuant to Section 2.03.

• An amount in cash equal to the Representative Holdback Amount as reflected in the determination of the Estimated Closing Cash Proceeds will be delivered or caused to be delivered by the Purchaser to the Representative pursuant to payment instructions delivered by the Representative to the Purchaser in writing prior to the Closing.

• For example, if the Buyers claim the Closing Cash Proceeds are $1,000 less than the Estimated Closing Cash Proceeds, and the Sellers contest only $500 of the amount claimed by the Buyers, and if the Accounting Firm ultimately resolves the dispute by awarding the Buyers $300 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 300 ÷ 500) to the Sellers and 40% (i.e., 200 ÷ 500) to the Buyers.

• The Company shall provide the Purchaser and its representatives with reasonable opportunity to review and propose comments to the Estimated Closing Cash Proceeds calculation and shall consider the Purchaser’s comments thereon in good faith to the extent received at least two Business Days prior to the Closing, it being understood that in no event shall the acceptance of Purchaser’s comments be considered a condition to Closing or otherwise delay the Closing.

• Following delivery of the Company’s calculation of the Estimated Closing Cash Proceeds, to the extent reasonably requested by the Purchaser, the Company shall make available to the Purchaser supporting documentation used in preparing the Estimated Closing Cash Proceeds.

More Definitions of Estimated Closing Cash Proceeds

Estimated Closing Cash Proceeds means seven hundred ninety-six million, nine hundred four thousand, seven hundred twenty-three dollars and four cents ($796,904,723.04), which is the Company's estimate as of the date hereof of the Closing Cash Proceeds, the calculation and components of which are set forth on the Estimated Closing Cash Proceeds Schedule.

Estimated Closing Cash Proceeds means $260,135,196, which is the Sellers’ reasonable, good faith estimate of the Closing Cash Proceeds, the calculation and components of which are set forth on Exhibit A.

Estimated Closing Cash Proceeds means seven hundred ninety-six million, nine hundred four thousand, seven hundred twenty-three dollars and four cents ($796,904,723.04), which is the Company's estimate as of the date hereof of the Closing Cash Proceeds, the calculation and components of which are set forth on the Estimated Closing Cash Proceeds Schedule .

Estimated Closing Cash Proceeds means $15,711,066, the calculation and components of which are set forth on Exhibit C. "Exchange Act" means the Securities Exchange Act of 1934, as amended.