Estimated Company Debt definition

Estimated Company Debt has the meaning set forth in Section 2.3(a).

Estimated Company Debt means the Company Debt estimated as of 11:59 PM Eastern time on the Closing Date, without given effect to the consummation of the Transactions, as set forth in the Allocation Certificate.

Estimated Company Debt has the meaning set forth in Section 1.4(a).

Examples of Estimated Company Debt in a sentence

• At the Closing, the Purchase Price will be (a) increased or decreased (as applicable) by the Estimated Net Working Capital Overage or the Estimated Net Working Capital Shortage (as applicable), (b) increased by up to $15,000,000 (or such other amount as the parties shall agree) of Estimated Closing Cash, (c) decreased by the Estimated Company Transaction Expenses and (d) decreased by the Estimated Company Debt (such adjusted amount, the “Adjusted Purchase Price”).

• Simultaneously with the delivery of the Estimated Balance Sheet to the Company, the Purchaser shall prepare and deliver to the Company a statement setting forth the calculation of the Estimated Cash Purchase Price and the Initial Cash Payment Amount using the Estimated Company Debt Amount and the Estimated Net Current Assets shown on the Estimated Balance Sheet and the Escrow Amount.

• The Estimated Closing Balance Sheet, the Estimated Closing Date Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Debt, the Estimated Selling Expenses and the Estimated Closing Taxes Payable set forth in the Estimated Closing Date Statement will be prepared in accordance with the principles set forth on Exhibit B (the “Accounting Principles”).

• For purposes of this Agreement, “Estimated Closing Adjustment Amount” shall mean an amount, which may be positive or negative, equal to (1) the Estimated Net Working Capital minus the Target Working Capital plus (2) the Estimated Company Cash minus (3) the Estimated Company Debt.

• The Estimated Net Working Capital and Estimated Company Debt shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet, and, with respect to the calculation of Estimated Net Working Capital, reflect the accounting principles, policies and procedures set forth in the definition of Net Working Capital so as to make it consistent with the calculation of the Targeted Working Capital.

More Definitions of Estimated Company Debt

Estimated Company Debt means the Company’s good faith estimate of the Company Debt as of the Closing.

Estimated Company Debt means the Company Debt estimated as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, without giving effect to the consummation of the Transactions, as set forth in the Allocation Certificate. “Estimated Net Working Capital” means Net Working Capital estimated as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, as set forth in the Allocation Certificate. “Excess Cash” means the aggregate amount of cash and cash equivalents held by the Company and its Subsidiaries as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, as determined in accordance with GAAP, which amount can be a positive or negative integer. For purposes of the foregoing, cash shall represent book cash and shall be net of all reconciling items, including outstanding checks, deposits in transit and other reconciling items. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exercise Price” means the sum of the aggregate exercise prices of In-the-Money Company Options 6

Estimated Company Debt means the Company Debt estimated as of 11:59 PM Eastern Time on the date one day prior to the Closing Date, without giving effect to the consummation of the Transactions, as set forth in the Allocation Certificate.

Estimated Company Debt means the Company Debt, “Estimated Closing Cash” means the Closing Cash, “Estimated Unpaid Transaction Expenses” means the Unpaid Transaction Expenses, in each case, as set forth on the Estimated Closing Statement, subject to the immediately foregoing sentence.

Estimated Company Debt means the Company Debt as of immediately prior to the Effective Time.

Estimated Company Debt means the amount of Company Debt used for purposes of calculating the Base Purchase Price at Closing in accordance with Section 2.10(b).

Estimated Company Debt. Section 2.3(a)