Estimated Closing Certificate definition

Estimated Closing Certificate has the meaning set forth in Section 2.7(a)(i).

Estimated Closing Certificate has the meaning set forth in the GFI Merger Agreement.

Estimated Closing Certificate has the meaning set forth in Section 6.18.

Examples of Estimated Closing Certificate in a sentence

• The Estimated Closing Certificate shall be in the form set forth in Section 6.18 of the GFI Disclosure Letter.

• Purchaser shall provide sufficient funds to the Acquired Company to enable the Acquired Company to pay all Seller Funded Expenses to the extent that they have not been paid prior to the close of business on the Business Day immediately preceding the Closing Date, up to the amount thereof set forth in the Estimated Closing Certificate.

• Councilmember Hoemberg moved, Member Hammond seconded the motion to adjourn.

• At the Closing (as defined below), Purchaser shall transfer (i) an amount of cash (in United States dollars of immediately available funds) equal to the Purchase Price minus the Seller Funded Expenses (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter, and (ii) on behalf of the Sellers, the amounts set forth on the Estimated Closing Certificate to the persons listed therein..

• Following delivery of the Estimated Closing Certificate and prior to the Closing, GFI will provide CME and its Representatives with reasonable access to the books and records, personnel and related work papers of GFI and its Subsidiaries in connection with CME’s review of the Estimated Closing Certificate and the information set forth therein.

More Definitions of Estimated Closing Certificate

Estimated Closing Certificate has the meaning set forth in Section 3.3(a).

Estimated Closing Certificate has the meaning given to it in Section 1.16(a).

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 is defined in Section 2.6.2(a) of this Agreement.

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).

Estimated Closing Certificate is defined in Section 1.3.2.