Estimated Company Transaction Expenses definition

Estimated Company Transaction Expenses has the meaning set forth in Section 2.4(a).
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Estimated Company Transaction Expenses is defined in Section 1.3(b).
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Estimated Company Transaction Expenses means the Company’s good faith estimate of the Company Transaction Expenses as of 11:59 p.m. on the date immediately prior to the Closing Date, as set forth in the Estimated Closing Statement.
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Examples of Estimated Company Transaction Expenses in a sentence

  • At the Closing, Parent shall pay (or cause to be paid) the Estimated Company Transaction Expenses by wire transfer of immediately available funds to such account or accounts specified by the Company not less than three (3) days prior to the Closing Date.

  • In the event that Purchaser does not deliver the Closing Balance Sheet and the Closing Statement within such 75-day period, Purchaser shall be conclusively deemed to have accepted the Estimated Cash on Hand, the Estimated Closing Indebtedness and the Estimated Company Transaction Expenses as the Cash on Hand, the Closing Indebtedness, and the Company Transaction Expenses, respectively.

  • At the Closing, US Buyer shall pay, or cause to be paid, as directed by the Seller Parties in the Estimated Closing Statement, the Estimated Company Transaction Expenses to the payee or payees thereof identified in the Estimated Closing Statement by wire transfer of immediately available funds to such bank accounts as are designated in writing by the payee or payees thereof to the applicable Seller at least five Business Days prior to the Closing.

  • Exhibit A sets out the Sellers’ and the Buyer’s good faith estimates of (i) the Estimated Company Transaction Expenses, (ii) the Estimated Working Capital Deficiency, if any, (iii) the Estimated Working Capital Surplus, if any, (iv) the Estimated Indebtedness, (v) the Estimated Closing Cash, and (v) the Closing Net Purchase Price, in each case as of the Adjustment Time and, if applicable, determined in accordance with the Accounting Principles.

  • 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”).


More Definitions of Estimated Company Transaction Expenses

Estimated Company Transaction Expenses shall have the meaning set forth in Section 2.8.1.
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Estimated Company Transaction Expenses shall have the meaning set forth in Section 3.04(a).
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Estimated Company Transaction Expenses has the meaning set forth in Section 2(e)(i) below.
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Estimated Company Transaction Expenses shall have the meaning ascribed to such term in Section 2.07(a)(iv).
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Estimated Company Transaction Expenses means the good faith estimate by the Company of Closing Company Transaction Expenses pursuant to Section 1.9(a).
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Estimated Company Transaction Expenses means the estimated amount of Company Transaction Expenses as determined in accordance with Section 2.7(a).
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Estimated Company Transaction Expenses mean the estimates of the Closing Cash, Closing Indebtedness, Closing Working Capital and Company Transaction Expenses, respectively, set forth in the Closing Certificate, and “Estimated Closing Purchase Price” means an amount equal to the Closing Purchase Price calculated as set forth in Section 1.5, assuming for purposes of such calculation that the Closing Cash is equal to the Estimated Closing Cash, that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Closing Working Capital is equal to the Estimated Closing Working Capital and that the Company Transaction Expenses are equal to the Estimated Company Transaction Expenses. The Purchaser and its representatives, including the Purchaser’s independent accountants, will be entitled to review all work papers of the Company and its representatives, including its independent accountants, prepared in connection with the delivery of the Closing Certificate.
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