Closing Cash. After taking into account (i) payments by Purchaser for the Redemption and (ii) the PIPE Investment Amount (but excluding the Purchaser Transaction Expenses), Purchaser and Pubco shall have at least an aggregate of two hundred and forty million Dollars ($240,000,000) of cash held either in or outside of the Trust Account, and Purchaser shall have made arrangements prior to the Share Acquisition Closing Date for any portion of such cash held in the Trust Account to be released from the Trust Account in connection with the Share Acquisition Closing.
Closing Cash. (a) No later than five (5) days after the Closing Date, the Parties shall agree on the balance of the cash and cash equivalents of the Company on consolidated basis as of the Closing Date. “Excess Cash” for these purposes shall mean the sum of cash and cash equivalents evidenced by a balance statement generated by the Company using such online banking system of the bank where the bank account of Company is maintained, or such other reasonable documentary evidence, and shall be witnessed and signed by the directors of the Company.
Closing Cash. (a) Seller agrees that as of immediately after giving effect to the Closing each Regulated Entity shall hold Closing Actual Cash equal to not less than its Closing Required Regulatory Cash.
(b) Seller and its Affiliates shall use commercially reasonable efforts to distribute or transfer in the manner contemplated in this Agreement, out of each Transferred Entity prior to Closing all cash or other short term liquid investments in excess of the amount of cash and short term liquid investments needed to satisfy (i) the Closing Regulatory Cash Requirement, (ii) the Closing Regulatory Capital Requirement and (iii) the Closing Net Working Capital Requirement.
Closing Cash. All cash held by Xxxxxx Xxxx immediately prior to the ------------ Closing ("Closing Cash") shall, during the time from the Closing until the date of the Purchase Price Adjustment (as defined in Section 1.2(c) of the NLA Purchase Agreement), be held in an interest bearing account with a national bank or lending institution reasonably approved by DoveBid and the Shareholders, and any interest earned on such Closing Cash shall be added to and considered a part of Cash (as defined under the NLA Purchase Agreement).
Closing Cash. At least five Business Day prior to the Closing Date, the Sale Parties shall advise FirstService in writing of the amount of Closing Cash. The Closing Cash shall remain an asset of the applicable Purchased Entities at the Closing Time.
Closing Cash. Seller agrees that as of immediately prior to the Closing, that (a) the Regulated Entities and their Subsidiaries taken as a whole shall hold in the aggregate Actual Cash equal to not less than their aggregate Closing Required Cash and (b) a Transferred Entity that is not a Regulated Entity, which will be mutually agreed upon at least 30 days prior to closing, to hold cash and liquid investments in an amount not less than $100 million.
Closing Cash. The Company shall have Closing Cash of at least $4,762,000.
Closing Cash. The Final Purchase Price Calculation Statement shall contain a recalculation of the Aggregate Purchase Price based on the foregoing amounts described in clauses (i) through (iii) above.
Closing Cash. (a) Not later than five (5) days prior to the Closing Date, SPX shall provide Purchaser with a good faith estimate of the Closing Cash (the lesser of such estimated amount and $26,000,000, the “Preliminary Closing Cash Amount”), together with documentation supporting such estimate. “Closing Cash” means the aggregate amount of cash and cash equivalents of the Xxxxxx Entities (including the amount of any uncashed checks payable to any of the Xxxxxx Entities) on hand as of the Effective Closing Date.
Closing Cash. (i) If the Closing Cash, as finally determined in accordance with this Article II, is less than the Estimated Closing Cash, then Acquiror shall be entitled to collect an amount equal to such difference from the Holdback Amount in accordance with Section 2.09(e).
(ii) If the Closing Cash, as finally determined in accordance with this Article II, is more than the Estimated Closing Cash, then Acquiror shall pay to each Company Preferred Stockholder an amount equal to such Company Preferred Stockholder’s Ownership Allocation of such difference in accordance with Section 2.09(e).
