Estimated Closing Company Cash means an amount equal to the Closing Company Cash as estimated in good faith by the Company not more than five (5), or less than three (3), days prior to the Closing (with reasonable supporting detail).

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

Estimated Closing Company Cash mean the estimates of the Closing Indebtedness, the Closing Working Capital, and the Closing Company Cash, respectively, as set forth in the Closing Certificate. “Estimated Transaction Consideration” shall mean an amount equal to the Transaction Consideration, assuming for purposes of such calculation, the Closing Indebtedness is equal to the Estimated Closing Indebtedness, the Closing Working Capital is equal to the Estimated Closing Working Capital, and the Estimated Closing Company Cash is equal to the Closing Company Cash. The Closing Certificate shall (a) be prepared as of 11:59 p.m. EST on the Closing Date, in accordance with GAAP and, except where inconsistent with GAAP, shall use the same accounting principles and practices the Company used to prepare the consolidated balance sheet as of December 31, 2014, (b) be derived from the books and records (including the general ledgers) of the Company, and (c) properly reflect such books and records (including the general ledgers). Schedule 2.3 contains a sample calculation of Closing Indebtedness, Closing Working Capital and Closing Company Cash as if the Closing Date were September 30, 2015.

Examples of Estimated Closing Company Cash in a sentence

Exhibit D, which was provided by Sellers to Buyer at least three (3) Business Days before Closing, sets forth the calculation of the NWC Target, Estimated NWC, Estimated Closing Company Cash, Estimated Indebtedness and Estimated Transaction Expenses.
The NWC Target, Estimated NWC, Estimated Closing Company Cash, Estimated Indebtedness and Estimated Transaction Expenses are calculated in accordance with GAAP as applied by the Companies in connection with preparation of their 2022 audited financial statements.

More Definitions of Estimated Closing Company Cash

Estimated Closing Company Cash as set forth in Section 2.3.

Estimated Closing Company Cash means Sellers’ good faith estimate of Closing Company Cash, as set forth on Exhibit D.

Related to Estimated Closing Company Cash

Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Closing Payment has the meaning set forth in Section 2.2.
Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Final Closing Statement has the meaning set forth in Section 2.4(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Date Cash has the meaning specified in Section 3.4(a).

Estimated Closing Company Cash definition

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