Cash Infusion Sample Clauses

Cash Infusion. Within five days after the Closing, EVCI shall infuse $500,000 of operating capital into ICTS. These funds may be used to repay the Bridge Loan.
Sample 1
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Cash Infusion. (i) The Agents shall have received satisfactory evidence that, substantially concurrently with the execution of this Amendment, the Sponsor Guarantor shall have made capital calls, the proceeds of which shall (x) be contributed to Parent in exchange for Equity Interests (other than Disqualified Equity Interests) issued by Parent and (y) be in an amount equal to $10,000,000 (the “First Amendment Contribution”).
Sample 1
Cash Infusion. The Borrower shall take and cause to be taken any and all actions necessary for a $1,000,000 portion of the Cash Infusion to be made to and received by the Borrower within ten (10 ) days of the Closing Date. In the event that there is a post-closing upward adjustment to the purchase price payable by the Borrower to the Seller under the Purchase Agreement, the Borrower shall take and cause to be taken any and all actions necessary for the Cash Infusion contemplated by the definition of such term to be made to and received by the Borrower immediately upon such adjustment becoming effective.
Sample 1
Cash Infusion. The Borrower shall have received the proceeds of a cash infusion in an aggregate amount of not less than $7,000,000 (the "Cash Infusion"), which shall consist of (i) an infusion of no more than $3,000,000 in the form of cash from Cannondale Europe B.V., a Subsidiary organized under the laws of the Netherlands, in the form of repayment of intercompany indebtedness owing by one or more Subsidiaries to the Borrower, net of any tax consequences or rights of set-off (the "Intercompany Payment"), (ii) an infusion of $2,000,000 from Josxxx X. Xxxxxxxxxx, xhich may be in the form of either equity or unsecured subordinated Indebtedness, which may be convertible into the common stock of the Borrower (the " Monxxxxxxx Xxfusion") and (iii) an infusion of $2,000,000 from an investor, which is not an Affiliate of the Borrower, which may be in the form of either equity or unsecured subordinated Indebtedness, which may be convertible into the common stock of the Borrower (the "Institutional Infusion", and together with the Monxxxxxxx Xxfusion and the Institutional Infusion, the "2001 Subordinated Debt"). The principal of the Monxxxxxxx Xxfusion shall be payable in a single installment which, by its terms, may only be payable on the earlier to occur of (x) the date following the date on which the Obligations are paid and satisfied in full in cash and (y) the date on which all of the events specified in clauses (A), (B), (C), (D), (E) and (F) to the proviso contained in Section 7.03(f) of the Financing Agreement shall have occurred. Interest on the Monxxxxxxx Xxfusion may be paid in cash, on the first day of each calendar quarter in arrears for the previous calendar quarter and upon the full conversion of the entire unpaid principal balance thereof into equity in accordance with the terms thereof, so long as (x) the Fixed Charge Cover Ratio of the Borrower, on a consolidated basis with its consolidated Subsidiaries, for the most recently ended period of twelve consecutive fiscal months, shall be greater than 1.00 to 1.00 and (y) the Agent shall have received a certificate, duly executed by an Authorized Officer, setting forth in reasonable detail the calculation of such Fixed Charge Coverage Ratio and (z) no Event of Default shall have occurred and then be continuing. Prepayments of principal of and payments of accrued interest on the Monxxxxxxx Xxfusion may be made solely in accordance with the terms of Section 7.03(f) of the Financing Agreement. The identity of the holder...
Sample 1
Cash Infusion. Borrowers shall obtain an infusion of at least Seven Hundred Thousand Dollars ($700,000) in unrestricted cash on a basis satisfactory to Lender as set forth below, with an initial infusion of at least One Hundred Fifty Thousand Dollars ($150,000) to be obtained on or prior to June 15, 1997 and the balance to be obtained on or prior to August 15, 1997. Such cash may consist of insurance proceeds with regard to the accident at Borrowers' Memphis, Tennessee facility and the vandalism at Borrowers' Fort Lauderdale, Florida facility, proceeds of capital contributions, proceeds of stock or other securities offerings consented to by Lender in writing pursuant to the requirements of Section 7.6 of this Agreement, other proceeds obtained in a manner approved by Lender in writing or some combination of the foregoing. On June 15, 1997 and August 15, 1997, Parent shall report to Lenders in writing as to Borrowers' compliance (or failure to comply) with the foregoing covenant.
Sample 1
Cash Infusion. Borrowers shall obtain a cash infusion in the amount of not less than $200,000 by obtaining subordinated loans from Third Party Investors, which debt shall be subordinated to the Obligations in accordance with the subordination terms set forth in Exhibit C, or otherwise in form and substance reasonably satisfactory to Lender, or by the sale of equity interests in the Borrowers to Third Party Investors no later than October 31, 2001.
Sample 1
Cash Infusion. Harixxxx Xxxporation, Inc., a Canadian corporation and the indirect parent of Seller ("Harixxxx"), shall make a cash capital contribution to Seller on the date hereof in the amount of US $74,625.00 (the "Cash Infusion").
Sample 1
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Cash Infusion. Borrower shall have received cash proceeds in an aggregate amount of no less than $3,000,000 from (i) the issuance of common stock of the Borrower in an amount not less than $1,500,000, (ii) the issuance by the Borrower of Subordinated Debt in an amount not less than $1,500,000, which shall be unsecured and shall have no scheduled principal payments, prepayments or redemptions or cash interest payments prior to January 30, 2010 except as expressly permitted by Section 6.13 of this Fourth Amendment, and is otherwise on terms and conditions acceptable to Lender in its sole discretion and/or (iii) the issuance of Permitted Borrower Preferred Stock, in each case on terms and conditions acceptable to Lender in its sole discretion (any issuance pursuant to clause (ii) or (iii) shall collectively be referred to as the “Fourth Amendment Subordinated Debt”).
Sample 1
Cash Infusion. At Closing, Whittier will contribute to the capital of RIMCO sufficient cash to enable RIMCO to pay all of RIMCO’s obligations to employees under the executive change-in-control severance agreements and retention bonuses, all third party expenses as referred to in Section 5.7, any unpaid portion of the RIMCO Dividend, retire the indebtedness outstanding under the Frost Loan, and to provide sufficient working capital for the continuing operations of the Surviving Corporation.
Sample 1

Related to Cash Infusion

  • Unrestricted Cash and Cash Equivalents As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted” means the specified asset is readily available for the satisfaction of any and all obligations of such Person. For the avoidance of doubt, Unrestricted Cash and Cash Equivalents shall not include any tenant security deposits or other restricted deposits.

  • Cash and Cash Equivalents Cash and cash equivalents shall be preserved, and expended, solely in the ordinary and usual course of business.

  • Cash Equivalents As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Xxxxx’x and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Xxxxx’x and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Xxxxx’x.

  • Net Sales Proceeds In the case of a transaction described in clause (A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in the last sentence of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one or more Assets within 180 days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes, or other property or securities) that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Company. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Annual Cash Incentive Executive shall be eligible to participate in the Company’s management cash incentive plan and any successor annual cash plans. Executive shall have the opportunity to earn an annual target cash incentive, measured against performance criteria to be determined by the Company’s Board (or a committee thereof) having a target value of not less than 70% of Base Salary.

  • Operating Cash Flow As used in this Agreement, “Operating Cash Flow” shall mean and be defined, for any fiscal period, as all cash receipts of the Partnership from whatever source (but excluding Capital Cash Flow and excluding the proceeds of any Capital Contributions to the Partnership) during such period in question in excess of all items of Partnership expense (other than non-cash expenses such as depreciation) and other cash needs of the Partnership, including, without limitation, amounts paid by the Partnership as principal on debts and advances, during such period, capital expenditures and any reserves (as determined by the Managing General Partner) established or increased during such period. Operating Cash Flow shall be distributed to or for the benefit of the Partners of record as of the applicable record date not less frequently than quarterly, and shall be allocated among the Partners as follows:

  • Sweep or Automated Cash Management Upon receipt of Instructions, the Custodian shall invest any otherwise uninvested cash of any Fund held by the Custodian in a money market mutual fund, a cash deposit product, or other cash investment vehicle made available by the Custodian from time to time, in accordance with the directions contained in such Instructions. A fee may be charged or a spread may be received by the Custodian for investing the Fund’s otherwise uninvested cash in the available cash investment vehicles or products. The Custodian shall have no responsibility to determine whether any purchases of money market mutual fund shares or any other cash investment vehicle or cash deposit product by or on behalf of the Fund under the terms of this section will cause any Fund to exceed the limitations contained in the 1940 Act on ownership of shares of another registered investment company or any other asset or portfolio restrictions or limitations contained in applicable laws or regulations or the Fund’s prospectus. The Fund agrees to indemnify and hold harmless the Custodian from all losses, damages and expenses (including attorney’s fees) suffered or incurred by the Custodian as a result of a violation by such Fund of the limitations on ownership of shares of another registered investment company or any other cash investment vehicle or cash deposit product.

  • Asset Sales (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

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