Company Cash. All cash of the Company, including the proceeds of cash capital contributions, loans and Member Preferred Contributions and cash derived from Trading Activities, shall be deposited by the Trading Member in one or more segregated bank accounts in the name of the Company and shall be controlled by the Trading Member and used by the Trading Member in its sole discretion to conduct the Trading Activities.
Company Cash. As of the date of this Agreement, the Company’s and the Company Subsidiaries’ Cash and Cash Equivalents are held in U.S. dollars. As of the date of this Agreement, there are no (a) Liens applicable to the Company’s or the Company Subsidiaries’ Cash and Cash Equivalents or (b) any other restrictions that would be reasonably be likely to impair the use thereof to pay the Total Merger Consideration.
Company Cash. Except as set forth on Section 5.15 of the Company Disclosure Schedule, prior to the Effective Time, the Company and the Company Subsidiaries shall maintain any Cash and Cash Equivalents balances in U.S. dollars and shall not subject any amount of their respective Cash and Cash Equivalents balances to any Lien or any other restriction that would be reasonably be likely to impair the use thereof to pay the Total Merger Consideration.
Company Cash. As of the Closing Date, (i) the Company and the Company Subsidiaries shall own in the aggregate an amount of unrestricted and restricted cash and cash equivalents at least equal to the respective amounts thereof set forth on Section 7.2(i) of the Company Disclosure Letter for such date; provided that the amount of unrestricted cash and cash equivalents (x) may include up to $5.0 million of cash that is the subject of the Genesis Ruling Request, but only if the IRS has issued a ruling in response to the Genesis Ruling Request, such ruling is reasonably satisfactory to Parent, or the ownership of such cash has otherwise been established in a manner reasonably acceptable to Parent and, pending distribution to the Company, such cash is held in escrow on terms reasonably acceptable to Parent, (y) shall be deemed to include the amount of any 338 Dividend or REIT Dividend paid by the Company prior to the Closing Date, and (z) shall be deemed to include the amount of any Company Transaction Expenses paid prior to the Closing Date in accordance with Section 5.1(m) hereof; and (ii) the Company Transaction Expenses shall not exceed $3.5 million; provided, however, that if as of the Closing Date the Company 7.2 Liabilities do not exceed the amount set forth on Section 7.2(l) of the Company Disclosure Letter such expense limit shall be increased from $3.5 million to $3.7 million. As used herein, "Company Transaction Expenses" shall mean the expenses of the Company and its Subsidiaries related to this Agreement and the consummation of the transactions contemplated hereby, whether paid, accrued or otherwise incurred as of the Closing Date, including, without limitation, fees and expenses payable to investment bankers, attorneys and accountants, fees and expenses of Xxxxxxxx Capital, LLC, severance costs, proxy costs and fees payable to Xxxxxxx X. Xxxxxx, but Company Transaction Expenses shall not include consent fees and transfer taxes.
Company Cash. The Company Cash at Closing shall be at least $1,500,000.
Company Cash. As of the date hereof, the Company and its subsidiaries have at least $159,800,000 in cash and short-term liquid investments.
Company Cash. All of the Company’s cash and cash equivalents (including marketable securities) as of the Closing Date (the “Company Cash”) will be treated as follows:
Company Cash. Notwithstanding anything to the contrary in this Agreement, Seller shall have the right, subject to compliance with all applicable Laws, to withdraw all or a portion of the cash of the Company prior to the Closing, including by causing the Company to make any such payment in the form of a dividend, interim dividend or other distribution to Seller or any of its Affiliates.
Company Cash. (a) Immediately prior to the Closing, the Company shall have distributed to the Shareholders all of the Company’s Cash other than $3,500,000 of Cash, which shall be retained in the Company accounts (the “Required Cash Balance”). Thereafter, upon the completion of each full calendar month of the Company’s operations following the Closing, the Buyer shall determine in good faith the Company Cash Flow (as defined below) for such one-month period (exclusive of the Required Cash Balance amount) and provide the Shareholder Representative with a statement (the “Cash Statement”) of such Company Cash Flow for such one-month period. Upon written request by the Shareholder Representative, the Buyer will make available to the Shareholder Representative reasonably requested financial information relevant to the Buyer’s preparation of the Cash Statement and the calculation of Company Cash Flow. For purposes hereof, “
Company Cash. At Closing, the Company shall maintain at least $200,000 of immediately available funds in one of the accounts of the Company identified on Section 3.22 of the Disclosure Schedule. Such amount shall be included as a current asset in the calculation of the Closing Date Net Working Capital Amount.
