Estimated Closing Consideration definition

Estimated Closing Consideration has the meaning set forth in Section 1.02(b).

Estimated Closing Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the amount, if any, by which Estimated Working Capital is less than Target Working Capital, plus (c) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (d) the Estimated Indebtedness, minus (e) the Estimated Transaction Expenses.

Estimated Closing Consideration has the meaning specified in Section 1.3.

Examples of Estimated Closing Consideration in a sentence

• As soon as reasonably practicable after the Closing Date, but not more than 60 days following the Closing Date, the Buyer shall provide the Sellers’ Representative with one or more schedules allocating the Estimated Closing Consideration Amount, cash payment on account of the membership interests and any other cash and liabilities of Hostess Holdings treated as Purchase Price for Tax purposes (the “Tax Purchase Price”), and setting forth the Code Section 743 basis adjustment.

• The Buyer and the Sellers agree to allocate the Estimated Closing Consideration Amount among the Closing Hostess Securities in accordance with the values assigned to such Closing Hostess Securities on the Allocation Schedule (the “Allocation”).

• Payment for the Newco Shares shall be made on the Closing Date in an amount equal to the Estimated Closing Consideration (subject to adjustment in accordance with Section 1.02(c)) by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate.

• If the Final Closing Consideration Amount is less than the Estimated Closing Consideration Amount, the Sellers shall pay Buyer the amount by which Final Closing Consideration Amount is less than Estimated Closing Consideration Amount pursuant to Section 2.3(g).

• For purposes of clarification, in the event that the Adjusted Merger Consideration (as set forth in the Closing Date Statement or as finally determined pursuant to Section 3.5(c), as the case may be) does not exceed the Estimated Closing Consideration by more than the De Minimis Amount, then no adjustments shall be made pursuant to this Section 3.5(f).

More Definitions of Estimated Closing Consideration

Estimated Closing Consideration means an amount equal to the total of (a) the Base Amount, minus (b) the Estimated Indebtedness minus (c) the Estimated Transaction Expenses.

Estimated Closing Consideration has the meaning given in the Arrangement Agreement;

Estimated Closing Consideration means an amount equal to the Purchase Price, minus the aggregate amount of the Estimated Transaction Costs, minus the aggregate amount of Estimated Funded Indebtedness, minus the aggregate amount of Sale Bonus Obligations, minus the Escrow Amount, plus Estimated Closing Cash, plus the Estimated Underpayment Amount (if any), minus the Estimated Overpayment Amount (if any).

Estimated Closing Consideration means an amount equal to the total of (a) the Cash Consideration, plus (b) the cash value of the Stock Consideration, minus (c) the amount, if any, by which Estimated Working Capital is less than Target Working Capital, plus (d) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (e) the Estimated Indebtedness minus (f) the Estimated Transaction Expenses.

Estimated Closing Consideration means an amount equal to: (i) $100,000,000, less (ii) all Indebtedness owed by any Company Group Member (other than Indebtedness owed to another Company Group Member) and all ancillary obligations thereto (including all interest accrued thereon and all fees, charges or premiums associated therewith), to the extent not paid prior to the date of the Closing Statement (other than the Accounts Receivable Loan), less (iii) all Transaction Expenses to the extent not paid prior to the date of the Closing Statement, less (iv) the Retention Equity Value; plus (v) if the Estimated Net Adjustment Amount exceeds the Net Adjustment Amount Target, the amount by which the Estimated Net Adjustment Amount exceeds the Net Adjustment Amount Target, less, (vi) if the Net Adjustment Amount Target exceeds the Estimated Net Adjustment Amount, the amount by which the Net Adjustment Amount Target exceeds the Estimated Net Adjustment Amount less (vii) any Transfer Taxes payable pursuant to Section 7.1, whether payable prior to or after Closing, to the extent not paid prior to the date of the Closing Statement.

Estimated Closing Consideration means an aggregate amount equal to (a) the Estimated Purchase Price minus (b) the Adjustment Escrow Amount.

Estimated Closing Consideration means an amount equal to: (1) the Base Purchase Price, plus the Estimated Closing Cash minus (2) the sum of: (i) the Estimated Closing Indebtedness, (ii) the Estimated Transaction Expenses, and (iii) the Escrow Amount, plus or minus (as applicable pursuant to Section 1.3) (3) the Estimated Closing Net Working Capital Adjustment, minus