Cash Shortfall Sample Clauses

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Cash Shortfall. (a) WH Bidco and GVC each acknowledge and agree that, as set out in the Rule 2.7 Announcement, an additional amount of up to £7,225,024 will be made available by GVC to satisfy elections made by Scheme Shareholders under the Mix and Match Facility only and to the extent that eligible Scheme Shareholders elect for cash consideration and such elections cannot be satisfied pursuant to the irrevocable undertakings described in the Rule 2.7 Announcement to make elections under the Mix and Match Facility and the Underpinning Arrangements. (b) If a Cash Shortfall exists, GVC shall draw down first from the Cash Shortfall Tranche and, to the extent necessary, the Working Capital Tranche of the Top Up Facility, an amount equal to the Cash Shortfall and shall hold such drawn down amount subject to the provisions of clause 6.3 (Trust arrangements) of schedule 2 (Transfer arrangements), pending its payment to Scheme Shareholders. (c) The "Cash Shortfall" shall be an amount in pounds sterling equal to 7,225,024 / 3,094,229 x N where "N" equals the number of New GVC Shares (subject to a maximum always of 3,094,229) which eligible Scheme Shareholders have elected not to receive under the Mix and Match Facility at the Election Return Time
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Cash Shortfall. (a) In the event that additional capital is required to meet the Company’s liquidity needs during the period between the date of this Agreement and the Closing Date (including, without limitation, to enable the Company to comply with Section 5.1) (a “Cash Shortfall”): (i) to the extent such Cash Shortfall is due, in whole or in part, to a failure by the Company to enter into new Contracts with satellite operators related to the provision by the Company of launch services for satellite missions or otherwise enter into new Active Contracted Missions, in each case after the date of this Agreement (a “New Mission Failure”), then the Seller shall, upon receipt of written approval from Buyer, contribute to the Company an amount in cash sufficient to eliminate that portion of the Cash Shortfall attributable to such New Mission Failure (the amount of such contribution, a “New Mission Failure Contribution”); (ii) to the extent such Cash Shortfall is due, in whole or in part, to any change to the timing of (x) payment of accounts payable or (y) collection of accounts receivable, in each case with respect to Active Contracted Missions and whether as a result of the Company’s operations of the Business (a “Company Cash Management Change”) or as a result of factors other than the Company’s operations of the Business (a “No-Fault Cash Management Change” and, together with a Company Cash Management Change, a “Cash Management Change”), then the Seller shall, upon receipt of written approval from Buyer, contribute to the Company an amount in cash sufficient to eliminate that portion of the Cash Shortfall attributable to such Cash Management Change (in respect of a Company Cash Management Change, the amount of such contribution, a “Company Cash Management Change Contribution”, in respect of a No-Fault Cash Management Change, the amount of such contribution, a “No-Fault Cash Management Change Contribution” and, collectively, the amount of any such contribution, a “Cash Management Change Contribution”); and
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Cash Shortfall. The net cash flow with respect to the Initial Real Estate Assets during any two calendar month period is, in the aggregate, less than 85% of the amount projected by the Borrower in the cash flow projections that the Borrower has delivered to the Administrative Agent during such period, other than as a result of a casualty that will be reimbursed by insurance and other than to the extent of excess of the net cash flow over the projected cash flow for the prior periods
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Cash Shortfall. For any period, the excess, if any, of (a) Operating Expenses over (b)
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Cash Shortfall. “Cash Shortfall” means US$3,000,000 minus the amount of all Cash Equivalents (as defined below), calculated as of the First Closing Date. During the 75 day period after the First Closing, Acquirer shall engage an independent auditor acceptable to Shareholder to perform an audit of the financial records of IPA BVI and IPA China in accordance with SEC rules. During the course of the audit, the independent auditor will determine if a Cash Shortfall existed as of the date of the First Closing. Shareholder shall fully cooperate with such audit. The auditor’s determination shall be binding on Shareholder and Parent.
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Cash Shortfall. If the Unrestricted Cash as of the Closing is greater than or equal to the Minimum Cash Amount, the “Cash Shortfall” shall mean zero. If the Unrestricted Cash as of the Closing is less than the Minimum Cash Amount, the “Cash Shortfall” shall mean amount equal to (A) the Minimum Cash Amount minus (B) the Unrestricted Cash as of the Closing.
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Cash Shortfall. At least one (1) business day prior to the Closing Date, the Company shall have furnished to Parent a schedule that sets forth with particularity, as of the Closing Date, all legal fees and expenses of the Company incurred in connection with the Merger. The aggregate amount by which (i) such legal fees and expenses exceed $225,000, and (ii) the indebtedness and other liabilities listed Indebtedness and Liabilities Schedule exceed the Maximum Liabilities Amount, shall be the “Cash Shortfall.” Any additional legal fees and expenses of the Company in connection with the Merger presented for payment after the Effective Time, which together with previously billed legal fees and expenses of the Company incurred in connection with the merger exceed $225,000 and have not been included in the Cash Shortfall, if any, shall be deemed to be a Loss (as defined in Section 9.2(a)) for which Parent is entitled to indemnification pursuant to Section 9.2(a) hereof, without regard to the Threshold (as defined in Section 9.2(a) hereof), such that Parent may immediately recover from the Escrow Funds the amount of such uncollectible account receivable.
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Cash Shortfall. 44 (m) Employment/Non-competition Agreement.........................44 (n) Litigation and Liabilities...................................44 (o)
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Cash Shortfall. There shall be included in the Pledge Agreement a promise by Summit Ventures III, L.P., Summit Investors II, L.P., and Chri▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇ reimburse Parent for the Cash Shortfall (subject to the auditing procedures provided in Section 8 of the Pledge Agreement), if any, out of the proceeds they shall receive pursuant to this Agreement as shareholders of the Company. For purposes of this Agreement, the "Cash Shortfall" shall equal the excess, if any, of (i) the total Cash Expenditures between the date of this Agreement and the Closing Date (the "Cash Expenditure Amount") over (ii) the sum of (A) the product of $100,000.00 multiplied by the number of days between the date of this Agreement and the Closing Date (in each case exclusive of the date of this Agreement and inclusive of the Closing Date) and (B) the actual amount of the Transaction Costs, which for purposes of this subclause (B) are capped at $2,000,000.00. "Cash Expenditures" shall mean the excess of (A) the sum of (i) cash expenditures (paid by check, wire transfer or any other means), (ii) any increase in accounts payable from the 1999 Q3 Financials to the date of measurement, (iii) any increase in accrued liabilities from the 1999 Q3 Financials to the date of measurement, and (iv) any increase in short-term or long-term debt (including, without limitation, any increase in lease obligations) from the 1999 Q3 Financials to the date of measurement, over (B) the aggregate amount of severance payments made by the Company to its employees from the date of this Agreement through the day immediately preceding the Closing Date in an amount not to exceed the following amount: (x) with respect to employees that are employed by the Company under an employment agreement in effect on the date of this Agreement, the amount of severance payments to be paid under such employment agreements; and (y) for all other employees terminated, an amount equal to four weeks of the average of such other employees' salaries.
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Related to Cash Shortfall

  • Cash Shortages No employee may be required to make up cash register shortages unless he or she is given the privilege of checking the money and daily receipts upon starting and completing the work shift, and unless the employee has exclusive access to the cash register during the work shift and unless cash is balanced daily, except as specified below. No employee may be required to make up register shortages when Management exercises the right to open the register during the employee's work shift, unless the register is opened in the presence of the employee and the employee is given the opportunity to verify all withdrawals and/or deposits. No employee shall be held responsible for cash shortages unless he or she has exclusive access to his or her cash.

  • Collateral Shortfalls In the event that amounts on deposit in the Collateral Fund at any time are insufficient to cover any withdrawals therefrom that the Company is then entitled to make hereunder, the Purchaser shall be obligated to pay such amounts to the Company immediately upon demand. Such obligation shall constitute a general corporate obligation of the Purchaser. The failure to pay such amounts within two Business Days of such demand (except for amounts to cover interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an immediate termination of the Purchaser's right to make any Election to Delay Foreclosure or Election to Foreclose and the Company's obligations under this Agreement with respect to all Mortgage Loans to which such insufficiencies relate, without the necessity of any further notice or demand on the part of the Company.

  • Shortfall If, on any date, the Outstanding Advances shall exceed the Maximum Advance Amount (such excess, the "Shortfall Amount"), then the Customer shall on such date prepay the Outstanding Advances in an amount equal to such Shortfall Amount.

  • Principal Payment The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.