Cash Cap definition

Cash Cap is defined in Section 3.1 of this Agreement.

Cash Cap means an amount of cash determined as follows: (A) If the 20-Day Average Price equals or exceeds the Floor Price, the Cash Cap shall be equal to fifty percent (50%) of the product of (1) the Exchange Ratio, and (2) the Closing Date Price, and (3) the number of Shares. (B) If the 20-Day Average Price is less than the Floor Price, the Cash Cap shall be equal to the lesser of (1) the amount described in clause (A) of this Section 2.4(e)(iii) and (2) the product of (X) the Acquiror Share Cap and (Y) the Closing Date Price. (C) Notwithstanding anything to the contrary contained in this Agreement, if, based on the Merger Consideration payable pursuant to this Agreement, the tax opinions referred to in Sections 6.2(e) and 6.3(h) hereof cannot be delivered as a result of the Merger potentially failing to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under 368(a) of the Code (as reasonably determined by Weil, Gotshal & Xxxxxx LLP, in consultation with Xxxxxxx, Street and Deinard Professional Association, such determination to be made (x) taking into account Dissenting Shares and cash issued in lieu of fractional shares, if any, (y) using the Closing Date Price as the measure of value of the shares of Acquiror Stock issued as Merger Consideration and (z) on the basis that the total value of such Acquiror Stock issued as Merger Consideration must represent no less than forty-five percent (45%) of the total consideration issued and to be issued in the Merger to all holders of Shares), then the Cash Cap shall be reduced to the extent necessary to enable the tax opinions to be rendered.

Cash Cap means the amount, if any, specified by such Company Stockholder in its Cash Election as the maximum amount of Closing Available Cash elected by such Company Stockholder; provided, however, that such amount shall not exceed such Company Stockholder’s Cash Pro Rata Share of $50,000,000.

Examples of Cash Cap in a sentence

• Notwithstanding the foregoing, so long as You have complied with the the IP Restriction, the Subsidiary Cash Cap and the Receivables Restriction, and provided that the US Sub’s only assets are the equity interest of a direct Foreign Subsidiary and de minimus assets incidental thereto, You shall only be required to provide a pledge for sixty-five percent (65%) of the voting equity interest in the US Sub.

• Notwithstanding the foregoing, the Per Share Cash Consideration will not exceed $18.62, which we refer to as the Per Share Cash Cap, and will not be less than $14.98, which we refer to as the Per Share Cash Minimum.

• In the event that the Per Share Cash Cap or Per Share Cash Minimum is reached, the Per Share Cash Consideration will be fixed at the Per Share Cash Cap or the Per Share Cash Minimum, as applicable, and the value that Conversant stockholders will receive for each share of Conversant common stock will fluctuate below or above $35.00, as applicable, to the extent that the Parent Closing Trading Price is below $232.75 or above $284.48.

• The term "Prorated Cash Amount" means the greater of (i) thirty percent (30%) of the Standard Cash Consideration and (ii) the product of the Standard Cash Consideration and a fraction, the numerator of which is the Cash Cap and the denominator of which is the Requested Cash Amount.

• However, Infinera reserves the right to continue to make available the Capped Cash Alternative during any such extended acceptance period in the event that continuing to offer such Capped Cash Alternative could not result in Infinera being obligated to pay cash consideration in the Offer that exceeds, in the aggregate, the Aggregate Cash Cap.

More Definitions of Cash Cap

Cash Cap means an amount to be determined consistent with the Plan Support Agreement, which such amount shall be reflected in an amended version of the Plan.

Cash Cap means $25,000,000 in cash.

Cash Cap has the meaning specified in Section 8.3.1.

Cash Cap means $5,000,000.

Cash Cap means the sum of (y) $100 million plus (z) 50% of the amount by which the unrestricted cash and Cash Equivalents on hand of RN Parent (as determined on the day before delivery of the Put Notice) exceeds $150 million (before giving effect to any deduction of the $100 million referred to in (y) above). For the avoidance of doubt, if the unrestricted cash and Cash Equivalents on hand of RN Parent on the day before delivery of the Put Notice is $250 million, the Cash Cap shall mean $150 million.

Cash Cap has the meaning set forth in Article I(C)(3) of this Agreement.

Cash Cap means $24,000,000, minus the sum of the amount by which Transaction Costs and Severance Amounts, as set forth in the Closing Costs Certificate, exceeds the Deduction Amount.