Estimated Closing Certificate has the meaning set forth in Section 2.8(a).
Estimated Closing Certificate has the meaning set forth in Section 6.18.
Estimated Closing Certificate has the meaning set forth in the GFI Merger Agreement.
Examples of Estimated Closing Certificate in a sentence
The Company shall have delivered to Buyer each of the Estimated Closing Certificate and the Closing Payment Schedule.
The Estimated Closing Certificate shall be accompanied by a schedule showing the Company's detailed calculation of the items set forth thereon, including, for the avoidance of doubt, detailed calculations of (A) the LTIP Payment; and (B) the Series D/E Payment.
The Company shall consider in good faith, and update the Estimated Closing Certificate to reflect, any comments by Parent on such Estimated Closing Certificate.
More Definitions of Estimated Closing Certificate
Estimated Closing Certificate shall have the meaning set forth in Section 3.6.
Estimated Closing Certificate shall have the meaning given to such term in Section 2.1. “Estimated Closing Consideration” shall have the meaning given such term in Section 2.1. “Excess Company Debt” shall have the meaning given to such term in Section 10.2. “Excess Losses” shall have the meaning given to such term in Section 10.4(d)(ii).
Estimated Closing Certificate has the meaning set forth in Section 2.7(a). “Estimated Net Debt” means the estimated Net Debt as of 12:01 a.m. San Diego, California time on the Closing Date, as reflected in the Estimated Closing Certificate and on the Estimated Closing Balance Sheet. “Estimated Working Capital” means the estimated Working Capital as of 12:01 a.m. San Diego, California time on the Closing Date, as reflected in the Estimated Closing Certificate and on the Estimated Closing Balance Sheet. “Final Net Debt” means the Net Debt as of 12:01 a.m. San Diego, California time on the Closing Date, as reflected in the Closing Certificate and on the Closing Balance Sheet prepared in accordance with Sections 2.7(c) and 2.7(d).
Estimated Closing Certificate is defined in Section 1.8. “Exchange Act” means the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder). “Excluded Assets” is defined in Section 1.2. “Excluded Liabilities” is defined in Section 1.4. “Extended Representations” is defined in Section 9.3(a)(ii). “Federal Health Care Program” means any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f), including Medicare, state Medicaid programs, state CHIP programs, TRICARE and similar or successor programs with or for the benefit of any government authority. “Financial Statements” is defined in Section 3.8. “First Anniversary Issuance Per Share Price” means the trailing 5-day volume weighted average share price of Holdings’ common stock trading on the New York Stock Exchange as of the closing bell on January 20, 2024. “First Anniversary Medicare Advantage Revenue” means the Medicare Advantage Revenue of the practice locations attributable to each Seller measured from the Closing Date to the first anniversary of the Closing Date. “Fraud” means actual and intentional fraud under Delaware common law in the making of the representations and warranties in this Agreement or in any other Transaction Document. “Fundamental Representations” is defined in Section 9.3(a)(i). “GAAP” means United States generally accepted accounting principles. “Governing Documents” means, with respect to a particular Person, (i) if a corporation, the articles or certificate of incorporation and bylaws, (ii) if a general partnership, the partnership agreement and any statement of partnership, (iii) if a limited partnership, the limited partnership agreement and certificate of limited partnership, (iv) if a limited liability company, the articles or certificate of organization or formation and any limited liability company or operating agreement, (v) if another type of Person, all other charter, trust and similar documents adopted or filed in connection with the creation, governance, management or operation of the Person, (vi) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements and other agreements and documents relating either to the creation, governance, management or operation of any Person or to the rights, duties and obligations of such Person’s equityholders and (vii) all amendments or supplements to any of the foregoing. “Government Authority” means any (i) national, federal, state,...
Estimated Closing Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the items specified in Section 2.7(a).
Estimated Closing Certificate shall have the meaning set forth in Section 2.4(a) hereof.
Estimated Closing Certificate has the meaning set forth in Section 2.12(a). “Estimated Net Cash” means the estimated Net Cash as reflected in the Estimated Closing Certificate and on the Estimated Closing Balance Sheet. “Estimated Working Capital” means the estimated Working Capital as reflected in the Estimated Closing Certificate and on the Estimated Closing Balance Sheet. “Exchange Act” has the meaning set forth in Section 3.5(b). “Exchange Fund” has the meaning set forth in Section 2.7(b) “Exchange Ratio” means a fraction, the numerator of which is the Per Share Consideration and the denominator of which is the Acquiror Per Share Price. “Excluded Equity Award” means (i) any Company Restricted Stock Units issued to a New Hire that was hired in accordance with the terms hereof, including Section 5.1(c), pursuant to a written offer of employment delivered by the Company after the date hereof, where (A) the New Hire has commenced employment during the period commencing on the later of the date hereof and the date that is one (1) month prior to the Closing, and (B) the terms and issuance of such Company Restricted Stock Units comply with the terms set forth on Schedule 1.1(g), and (ii) any Company Restricted Stock Units (A) promised to a potential employee of the Company or a Company Subsidiary that (I) was offered employment during the period commencing on the later of the date hereof and the date that is one (1) month prior to the Closing, and (II) has accepted employment prior to the Closing, but such employment has not yet commenced, and (B) where the terms and issuance of such Company Restricted Stock Units comply with the terms set forth on Schedule 1.1(g). “Executed Written Consent” has the meaning set forth in Recital G. “Expense Fund” has the meaning set forth in Section 2.10(c). “Expiration Date” has the meaning set forth in Section 9.1(b). “FCPA” means the U.S. Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq. “Final Net Cash” means the Net Cash as of the Closing Date, as reflected in the Closing Certificate and on the Closing Balance Sheet prepared in accordance with Sections 2.12(d) and 2.12(e).