Retention of Cash Reserves Sample Clauses

Retention of Cash Reserves. 3 Section 2.3 Documents to Be Delivered by Semiconductor I and Semiconductor II............................................4

Retention of Cash Reserves. (a) On or around the Separation Date, C-Cube will provide to Semiconductor I all cash of C-Cube and its Subsidiaries other than the following amounts (collectively, the "Retained Cash"), the sum of (i) sixty million dollars ($60,000,000), (ii) cash in an amount reasonably estimated to be sufficient to pay all Taxes of C-Cube and its Subsidiaries accrued through the Distribution Date but not including, as determined pursuant to the Tax Sharing Agreement, Semi Spin Taxes (the "Pre-Semi Disposition Taxes"), (iii) cash in an amount sufficient to pay the fees and expenses associated with the transactions contemplated by the Merger Agreement, including, but not limited to, the fees and expenses of C-Cube's investment bankers, attorneys, accountants and other professional advisors, (iv) cash in an amount reasonably estimated to be sufficient to pay the Semi Spin Taxes, as determined pursuant to the Tax Sharing Agreement, and (v) cash in an amount sufficient to make all severance payments to any employee of C-Cube who is not a Continuing Employee nor an employee of the Semiconductor Business, it being understood that any cash retained under this paragraph in excess of the actual amounts required to be