Withdrawal of Cash. At closing, Analytica shall have the following required Working Capital Reserve on hand. Working Capital Reserve shall mean a total of cash and accounts receivable on hand which are equal to the aggregate of: (i) Four Hundred Thousand Dollars ($400,000) (which the parties estimate to roughly approximate two months of ongoing Analytica expenses); and (ii) all accounts payable and liabilities. The Working Capital Reserve shall be calculated as of November 30, 2001. Any amount in excess of the Working Capital Reserve calculated as of November 30, 2001 shall be distributed to the Analytica Stockholders at or prior to the Closing. Additionally, in the event that the Analytica Stockholders are subject to tax liabilities as a direct result of current income earned by Analytica (excluding transactional tax liability) subsequent to November 30, 2001 and prior to Closing, an additional distribution shall be made at Closing to the Analytica Stockholders in an amount calculated to be equal to said tax obligation. All cash and account receivables at Closing, which is in excess of that on hand at November 30,2001 (i.e., income earned by Analytica subsequent to November 30,2001), shall not be distributed to the Analytica Stockholders and shall be retained by Analytica following the Merger. In calculating the Working Capital Reserve, the term “accounts payable” shall include a reasonable reserve established for all goods or services anticipated to be required to be provided by Analytica subsequent to November 30, 2001, which relates to accounts receivable which have been booked by Analytica as of November 30, 2001.
Withdrawal of Cash. During the Earnout Period, the Buyer Affiliated Group will not cause the cash and cash equivalents of the Acquired Business to be distributed or otherwise withdrawn if such distribution or withdrawal will reduce the cash and cash equivalents of the Acquired Business to an amount less than the amount needed to cover the operating expenses of the Acquired Business for one (1) month. The Buyer Affiliated Group shall be deemed to have complied with this provision if any distribution or withdrawal results in cash and cash equivalents remaining in the Acquired Business equal to at least the lesser of (i) one hundred five percent (105%) of the cash needed to fund the operations of the Acquired Business for the immediately preceding calendar month or (ii) one-third (1/3) of the cash needed to fund the operations of the Acquired Business for the immediately preceding calendar quarter.
Withdrawal of Cash. Except for amounts necessary to pay any outstanding checks of the Company drawn upon the Company's bank accounts, the Shareholders shall be entitled to withdraw the remainder of all funds from said accounts on the Closing Date.
Withdrawal of Cash. Cash deposited with the Trustee under the provisions of §5.01 shall be held by the Trustee as Trust Moneys constituting part of the Trust Estate and shall be paid over by the Trustee upon compliance with the applicable provisions of Article XI.
Withdrawal of Cash. 3.1 On the Effective Date, JGB Waltham shall deliver instructions to PNC Bank, National Association (the “Bank”) in accordance with the Blocked Account Agreement (as defined in the December Debenture) to deliver immediately available funds in amount equal to $172,000 from the Blocked Account to the account of the Company set forth on Schedule A attached hereto (the “Company Account”).
3.2 On the Effective Date, JGB Concord shall deliver instructions to the Bank in accordance with the Deposit Account Agreement (as defined in the February Convertible Note) to deliver immediately available funds in amount equal to $328,000 from the Deposit Account to the Company Account.
3.3 At any time, and from time to time, after the Effective Date, the Company may deliver one or more written notices (each a “Release Request”) to JGB Concord and JGB Waltham (together, “JGB”) requesting the release of funds from the Blocked Account and/or the Deposit Account, which notice shall state the amount requested to be released (the “Requested Amount”); provided, however, the Requested Amount shall be multiples of $100,000. In addition, the Company will not deliver a Release Request within the first five (5) Trading Days immediately after JGB Waltham has delivered a Notice of Conversion (as defined in the December Debenture) to the Company under the December Debenture or JGB Concord has delivered a Notice of Conversion (as defined in the February Convertible Note) to the Borrowers under the February Convertible Note. In further addition, the Release Request shall not contain any material, non-public information. Upon receipt of a Release Request, JGB may, in their sole and absolute discretion, cause the Bank to release the Requested Amount, or such other amount determined by JGB in its sole and absolute discretion, from the Blocked Account, the Deposit Account or a combination of both accounts, in JGB’s sole discretion. JGB shall respond to any Release Request (whether or not JGB determines to grant such request) within five (5) Trading Days of its receipt thereof. In its sole discretion, JGB may release, at any time, and from time to time, up to an aggregate of $3,000,000 from Blocked Account, the Deposit Account or a combination of both accounts, whether or not the Company has made any Release Request (other than during the period from August 15, 2016 to August 20, 2016, unless the Company has provided written approval of such withdrawal). For the avoidance of doubt, JGB shall be ...
