Estimated Aggregate Consideration definition

Estimated Aggregate Consideration has the meaning set forth in Section 2.1(a).
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Estimated Aggregate Consideration has the meaning specified in Section 3.4(a).
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Estimated Aggregate Consideration means a number of shares of Parent Stock calculated as follows: (a) the sum of (i) the Base Amount, plus (ii) the Earn-Out Amount (for purposes of the calculation of Estimated Aggregate Consideration, the parties hereto agree that the Earn-Out Amount shall be deemed to equal zero dollars ($0)), plus (iii) the Estimated Closing Cash, minus (iv) the Estimated Closing Indebtedness, minus (v) the Estimated Transaction Expenses, plus or minus (vi) the Working Capital Excess or the Working Capital Shortfall, as applicable (as determined according to the Estimated Working Capital delivered in the Pre-Closing Statement).
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Examples of Estimated Aggregate Consideration in a sentence

  • No later than the second (2) Business Day prior to the Closing Date, the Company shall deliver to Parent OP a good faith calculation of the Estimated Aggregate Consideration Value setting forth the amount of each of the components thereof and accompanied by reasonable supporting work papers used by the Company in the preparation thereof.

  • HSE shall pay to Transferor an aggregate amount in cash equal to: (x) the Estimated Aggregate Consideration minus (y) the Transferor Escrow Amount (the “Estimated Cash Consideration”).

  • This will be driven through our Dundee Equality and Diversity Partnership which is currently considering the implications of the Guidance on Equalities to Community Planning Partnerships.

  • Upon proper delivery of the Company Share Certificates to the Buyer, each Seller shall be entitled to receive in exchange therefor the applicable portion of the Estimated Aggregate Consideration in respect of the Company Shares represented by such Company Share Certificate, as reflected on the Distribution Schedule.

  • Buyer will have performed and complied in all material respects with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by it at or prior to the Closing (including, for the avoidance of doubt, Buyer’s payment obligations with respect to the Estimated Aggregate Consideration, set forth in Section 3.2 hereof).

  • No party hereto shall be obligated to indemnify any other Person with respect to any Losses with respect to any matter to the extent such matter was included in the calculation of the adjustment to the Estimated Aggregate Consideration pursuant to Section 2.06(b).

  • Effective upon the Closing, each Seller shall be entitled to receive in exchange therefor the applicable portion of the Estimated Aggregate Consideration in respect of the Company Shares as reflected on the Distribution Schedule, which the Sellers agree that the Buyer and Parent can rely on as correct and final.

  • The calculation of the Estimated Aggregate Consideration is attached hereto as Schedule C.

  • If Buyer and the Sellers agree on changes to the Company’s proposed Estimated Net Working Capital, the Company’s proposed Estimated Capital Expenditure Adjustment Amount, Estimated Aggregate Consideration Adjustment Amount or the Company’s calculation of the number of Transaction Units based on such discussions, then the number of Transaction Units to be issued at Closing shall be based on such changes.

  • Parent and Securityholder Representative, on behalf of the Company Securityholders, agree to treat the Adjustment Amount as an adjustment to the Estimated Aggregate Consideration for all Tax purposes except to the extent required by applicable Regulations.


More Definitions of Estimated Aggregate Consideration

Estimated Aggregate Consideration means a number of shares of Parent Stock calculated as follows: (a) the sum of (i) the Base Amount, minus (ii) the Estimated Closing Indebtedness in excess of $0, plus or minus (iii) the Working Capital Excess or the Working Capital Shortfall, as applicable (as determined according to the Estimated Working Capital delivered in the Pre-Closing Statement).
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Estimated Aggregate Consideration has the meaning set forth in Section 2.1(a). “Estimated Cash Consideration” has the meaning set forth in Section 2.1(a)(i). “Estimated Closing Cash Amount” has the meaning set forth in Section 2.2(a).
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Estimated Aggregate Consideration means an amount equal to (i) $112,500,000, minus (ii) the Estimated Closing Date Funded Indebtedness, plus (iii) the Estimated Net Working Capital Adjustment, minus (iv) the Estimated Special Adjustment, (v) minus the Estimated Deferred Revenue Adjustment, plus (vi) the Estimated Unrestricted Cash.
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Related to Estimated Aggregate Consideration

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Base Consideration has the meaning set forth in Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).