Estimated Net Book Value definition

Estimated Net Book Value has the meaning set forth in Section 2.4(a).

Estimated Net Book Value has the meaning ascribed to it in Section 1.02(b)(i). “Excess Amount” has the meaning ascribed to it in Section 1.02(b)(iv). “Excess Earnout Shares” has the meaning ascribed to it in Section 1.05. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. “Fair Market Value” means the volume weighted average price of Purchaser common stock on the NASDAQ Stock Market for the ten (10) Trading Days immediately preceding the applicable date. “Final Net Book Value” has the meaning ascribed to it in Section 1.02(b)(iv). “Financial Statements” means the financial statements of the Company delivered to Purchaser pursuant to Section 2.08. “GAAP” means generally accepted accounting principles, consistently applied throughout the specified period and in the immediately prior comparable period. “General Partner” has the meaning ascribed to it in the forepart of this Agreement. “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (including, without limitation, the United States Securities and Exchange Commission, the New York Stock Exchange, The Nasdaq Stock Market and the American Stock Exchange). “Indebtedness” of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person.

Estimated Net Book Value means the Net Book Value estimated in good faith by Seller pursuant to Section 3.1(b). “Estimated Rimage Sub Cash” means the Rimage Sub Cash estimated in good faith by Seller pursuant to Section 3.1(b). “Exchange Act” means the Securities Exchange Act of 1934, as amended.

Examples of Estimated Net Book Value in a sentence

• At least ten (10) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement, prepared in accordance with the Accounting Principles (the “Estimated Purchase Price Statement”), setting forth Seller’s good faith estimates of the Estimated Accrued Leave Liability, the Estimated Net Book Value of Designated Excluded Assets and the calculation of the Estimated Purchase Price, as determined in accordance with Section 2.05 (the “Estimated Purchase Price”).

• If, for any reason whatsoever, any such Securities Portfolio Assets and Liabilities are not so acquired or assumed by Buyer pursuant to the Direct Sale Agreement, they shall continue to constitute Purchased Assets and/or Assumed Liabilities as otherwise provided under this Agreement and shall be included in the computation of Estimated Net Book Value and Net Book Value and the provisions contained in Sections 2.4(a)(ii)(A) and 2.4(c) shall apply.

• Not less than fifteen (15) Business Days prior to the Closing Date, Buyer may notify Seller in writing (the "Closing Objection") that it objects to Seller's determination of the Estimated Net Book Value.

• The Estimated Closing Balance Sheet, the Estimated Net Book Value, Estimated Rimage Sub Cash and Estimated EBITDA will be computed in accordance with Exhibit A and GAAP used to prepare the Latest Balance Sheet.

• Seller will make the books, records, and financial staff of Seller available to Buyer and its accountants and other Representatives at reasonable times prior to the Closing Date so that Buyer may review the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Estimated Rimage Sub Cash and Estimated EBITDA.

More Definitions of Estimated Net Book Value

Estimated Net Book Value means the Net Book Value as estimated in good faith by Seller no later than ten (10) Business Days prior to the Closing Date.

Estimated Net Book Value means Seller’s good faith estimation of the Actual Net Book Value, as of the close of business on the Friday immediately prior to the anticipated Closing Date, except in the case of Inventory, which shall be as of the last day of the month immediately preceding the month during which the Closing Date occurs, which estimation shall be conclusive for purposes of determining the Purchase Price, subject only to post-Closing adjustment as provided in Section 2.4.

Estimated Net Book Value means a negative Two Hundred Seventy-Four Thousand Four Hundred Sixty-Nine U.S. Dollars (US$274,469).

Estimated Net Book Value means the Net Book Value estimated in good faith by Seller pursuant to Section 3.1(b).

Estimated Net Book Value means Six Million Two Hundred Thousand United States Dollars (US$6,200,000).

Estimated Net Book Value means $4 million.

Estimated Net Book Value. 2.03(b) “Excluded Assets” 2.01(b) “Excluded Liabilities” 2.02(b) “Extra Assets” 5.10(c)