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

• 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.

• Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall pay or cause to be paid to the Paying Agent (for further distribution to the Company Securityholders in accordance with the Closing Consideration Allocation Certificate and Allocation Methodology) the Estimated Closing Consideration Amount (less any amounts payable to any Company Securityholder in respect of such Company Securityholder’s Company Options, which is subject to clause (f) below).

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

• The Estimated Closing Working Capital, the Estimated Rollover Indebtedness Amount, the Estimated Hostess Transaction Costs, the Estimated Hostess Cash and the Estimated 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 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”).

• 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.

• An amount equal to the balance of the Estimated Closing Consideration Amount (i.e., the Estimated Closing Consideration Amount less the Deposit and less any interest accrued thereon), by wire transfer of immediately available funds, to the account designated by Seller.

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

• 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.