Closing Cash on Hand definition

Closing Cash on Hand means the Cash on Hand as of the Measurement Time.

Closing Cash on Hand means, as of the close of business on the Closing Date (without giving effect to the transactions contemplated hereby), the aggregate amount of Cash, as determined in accordance with the Accounting Principles, other than Trapped Cash; provided, however, notwithstanding the foregoing, Closing Cash on Hand shall (i) be reduced by the amount of any checks and drafts issued by Transferred Press Subsidiaries and uncleared by the bank as of close of business on the Closing Date, and (ii) shall include the amount of any checks and drafts received or deposited for the account of the Transferred Press Subsidiaries and not credited to the account of the relevant Transferred Press Subsidiary as of close of business on the Closing Date.

Closing Cash on Hand means the Cash on Hand as of the Effective Time, but disregarding any changes in Cash on Hand between the Execution Date and the Effective Time as a result of (i) actions taken at the direction of the Buyer in connection with integration planning or outside the ordinary course of business or (ii) purchase accounting adjustments or other changes arising from or resulting as a consequence of the Contemplated Transactions.

Examples of Closing Cash on Hand in a sentence

• The Estimated Closing Working Capital, the Estimated Closing Cash on Hand, the Estimated Closing Indebtedness, and the Estimated Closing Transaction Expenses will be included in the determination of the Estimated Closing Merger Consideration as set forth in Section 3.1(a) above.

• The Estimated Closing Working Capital, the Estimated Closing Cash on Hand, the Estimated Closing Indebtedness, and the Estimated Closing Transaction Expenses will be included in the determination of the Closing Merger Consideration as set forth in Section 3.1(a) above.

• Specifically, for the purposes of the Estimated Closing Statement under Section 2.3, the calculation of the Estimated Prepaid Adjustment, the Estimated Working Capital, the Estimated Indebtedness and the Estimated Closing Cash on Hand shall be done as of September 30, 2018 (the “Cut-off Date”).

• XXXX may object to MD Holdings’ Estimated Closing Statement and the Estimated Closing Working Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings and XXXX shall negotiate in good faith to agree on the Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand for purposes of determining the Closing Adjustment Amount.

• The “Closing Adjustment Amount” shall be an amount equal to (i) Estimated Closing Working Capital minus Target Working Capital, plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, the absolute value of Estimated Closing Cash on Hand minus Target Cash, minus (iv) the Estimated Closing Indebtedness.

More Definitions of Closing Cash on Hand

Closing Cash on Hand is defined in Section 2.1(c).

Closing Cash on Hand means the Cash on Hand of the Acquired Companies as of 11:59 PM ET on the day immediately preceding the Closing Date.

Closing Cash on Hand means the sum of (i) Cash-on-Hand of the Company Entities and Blocker as of the Adjustment Calculation Time, minus, (ii) any Cash-on-Hand of the Company Entities and Blocker distributed to any Seller (by way of dividend or otherwise) after the Adjustment Calculation Time and prior to the Closing.

Closing Cash on Hand means the Cash on Hand as of the Effective Time; provided, that, for the avoidance of doubt, and without duplication, Closing Cash on Hand shall not include any Cash on Hand paid by the Acquired Companies to Seller or its Affiliates (other than the Acquired Companies) to effect the Intercompany Balance Payoff pursuant to Section 6.15(a) prior to the Effective Time.

Closing Cash on Hand means all outstanding Cash on Hand calculated as of immediately prior to the Closing.

Closing Cash on Hand means the sum of (i) Cash-on-Hand of the Company Entities as of the Adjustment Calculation Time, minus (ii) any Cash-on-Hand of the Company Entities distributed to Seller (by way of dividend or otherwise) after the Adjustment Calculation Time.

Closing Cash on Hand has the meaning set forth in Section 2.05(c).