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Estimated Closing Consideration Amount definition

Estimated Closing Consideration Amount has the meaning set forth in Section 2.3(c).
Estimated Closing Consideration Amount means an amount equal to (a) the Base Purchase Price, plus (b) the Estimated Closing Working Capital Adjustment Amount, plus, (c) the Estimated Hostess Cash, minus (d) the Estimated Rollover Indebtedness Amount, minus (e) the Estimated Hostess Transaction Costs, minus (f) the Estimated LTIP Payment Amount, minus (g) the Buyer Transaction Costs.

Examples of Estimated Closing Consideration Amount 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”).

  • 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).

  • Buyer has, or has access to, and will have available on the Closing Date, capital in an amount that is sufficient to pay the Estimated Closing Consideration Amount as required by and in accordance with this Agreement.

  • The Estimated Closing Consideration Amount, by wire transfer of immediately available funds, to the account designated by Seller.

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

  • The Estimated Closing Consideration Amount, by wire transfer of immediately available funds, to the account designated by Pregis.

  • McShane AmerenCIPS Ex.7.0E (filed 11/02/07); Direct Testimony of Michael G.

  • The Estimated Closing Working Capital, the Estimated Rollover Indebtedness Amount, the Estimated Hostess Transaction Costs, the Estimated Hostess Cash and theEstimated LTIP Payment Amount (as contained in the Estimated Adjustment Statement delivered by the Sellers’ Representative to the Buyer) shall be binding on the Parties for the purposes of determining the Estimated Closing Consideration Amount.

  • The Estimated Closing Consideration Amount pursuant to Section 2.3(d)(i) and evidence reasonably satisfactory to Seller that the amounts payable under Sections 2.3(d)(ii) and 2.3(d)(iii) have been paid.

Related to Estimated Closing Consideration Amount

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Closing Payment has the meaning set forth in Section 2.2.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • 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).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).