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

Examples of Estimated Company Debt in a sentence

• The implementation of a Most Efficient Organization (MEO) for grants support services did not receive congressional approval.

• If Acquiror does not prepare and timely deliver a Closing Statement as described in this Section 1.14, the Estimated Company Debt, the Estimated Transaction Expenses, the Estimated Working Capital and the Estimated Cash Balance delivered by the Company in the Spreadsheet or the Company Net Working Capital Certificate, as applicable, shall become the actual Company Debt, the actual Transaction Expenses, the actual Company Net Working Capital and the actual Cash Balance for all purposes hereunder.

• If prior to the Closing, the Buyer objects in good faith to the Company’s determination of Estimated Closing Cash, the Estimated Company Expense Amount, the Estimated Company Debt Amount, the Estimated Employee Obligations Amount and/or Estimated Net Working Capital, then, for purposes of calculating the Closing Merger Consideration, each such item disputed by the Buyer shall be as reasonably determined by the Buyer.

• 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 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”).

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 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 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 Company’s good faith estimate of Company Debt delivered to Parent in accordance with Section 4.4(a).

Estimated Company Debt. Section 2.3(a)