Closing Cash Proceeds means (i) the Enterprise Value, plus (ii) the Designated Amount, minus (iii) the amount of Indebtedness outstanding as of the Measurement Time, plus (iv) the amount of Cash as of the Measurement Time, minus (v) the amount (if any) by which Closing Working Capital is less than Target Working Capital, minus (vi) all Transaction Expenses, minus (vii) the Purchase Price Adjustment Escrow Amount, minus (viii) the Indemnification Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Transaction Expenses or Working Capital shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder. For the avoidance of doubt, if the Closing Working Capital is greater than the Target Working Capital, then Closing Working Capital shall be deemed to equal the Target Working Capital for purposes of calculating Closing Cash Proceeds.
Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of the Closing, plus (iii) the amount of Cash as of the Measurement Time, minus (iv) the Representative Holdback, plus (v) the aggregate exercise price of all Options, minus (vi) all Transaction Expenses, minus (vii) the Purchase Price Adjustment Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness or Transaction Expenses shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder.
Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of immediately prior to the Closing (including any payments or premiums in respect of such Indebtedness that would be attributable to, or which would arise as a result of, a change of control of the Company or any Subsidiary and/or the transactions contemplated hereby), plus (iii) the amount of Cash as of immediately prior to the Closing, minus (iv) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (v) the amount (if any) by which Closing Working Capital is greater than Target Working Capital, plus (vi) the Tax Amount, plus (vii) the aggregate exercise price of all Options, minus (viii) the Representative Holdback Amount, minus (ix) all Transaction Expenses, minus (x) the Purchaser Expenses Amount, minus (xi) the Purchase Price Adjustment Escrow Amount, minus (xii) the Class B Merger Consideration, minus (xiii) the Class C Merger Consideration, minus
Examples of Closing Cash Proceeds in a sentence
For the avoidance of doubt, if the Closing Cash Proceeds equal or exceed $50,000,000, then no Founder Shares shall be delivered to Acquiror for cancellation pursuant to this Section 3(d).
The Accounting Firm shall not publicly disclose that it has been retained to resolve any dispute relating to this Agreement or that they are involved in the dispute, or any information relating to the dispute, including their determination of the computation of the Closing Cash Proceeds, including in each case each of the components thereof.
The Purchaser and the Seller shall cooperate with the Valuation Firm during the term of its engagement and shall use commercially reasonable efforts to cause the Valuation Firm to resolve all remaining disagreements with respect to the computation of the Closing Cash Proceeds, including each of the components thereof, as soon as practicable.
If an Objection Notice is delivered to the Purchaser, then the Purchaser and the Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Cash Proceeds.
Each Buyer will at the Closing make payment to the relevant Seller of its share of the Estimated Closing Cash Proceeds, as set forth on such notice.
More Definitions of Closing Cash Proceeds
Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of the Effective Time, plus (iii) the amount of Cash as of the Effective Time, minus (iv) the amount (if any) by which Closing Working Capital is less than Target Net Working Capital, plus (v) the amount (if any) by which Closing Working Capital is greater than Target Net Working Capital, minus (vi) all Seller Transaction Expenses, minus (vii) the Indemnification Escrow Amount, minus (viii) the Purchase Price Adjustment Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Seller Transaction Expenses, or Net Working Capital shall be double-counted for purposes of calculating the Closing Cash Proceeds hereunder.
Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of 12:01 a.m. prevailing Eastern Time on the Closing Date, plus (iii) the amount of Cash as of 12:01 a.m. prevailing Eastern Time on the Closing Date (which shall not take in to account any reduction in Cash relating to the Company providing cash collateral under the Letter of Credit prior to the Closing), minus (iv) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (v) the amount (if any) by which Closing Working Capital is greater than Target Working Capital, minus (vi) the Representative Holdback Amount, minus (vii) all Transaction Expenses, minus (viii) the Purchase Price Adjustment Escrow Amount, minus (ix) the Tax Liability Amount, minus (x) the Lightspeed Closing Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Transaction Expenses or Working Capital shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder.
Closing Cash Proceeds means (i) Two Hundred and Fifty Million Dollars ($250,000,000.00) (the “Transaction Price”), minus (ii) the amount of Estimated Indebtedness, minus (iii) the Escrow Amount, minus (iv) the Representative Expense Holdback Amount, minus (v) the amount of Estimated Transaction Expenses, plus (vi) the amount of Estimated Cash, plus (vii) the amount, if any, by which Estimated Net Working Capital exceeds Target Net Working Capital, and minus (viii) the amount, if any, by which Target Net Working Capital exceeds Estimated Net Working Capital.
Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of 11:59 p.m. prevailing Eastern Time on the day immediately prior to the Closing, minus (iii) the amount of Capital Lease Obligations outstanding as of 11:59 p.m. prevailing Eastern Time on the day immediately prior to the Closing, plus (iv) the amount of Cash as of 11:59 p.m. prevailing Eastern Time on the day immediately prior to the Closing, plus (v) the amount of Non‑U.S. Cash as of 11:59 p.m. prevailing Eastern Time on the day immediately prior to the Closing, minus (vi) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (vii) the lesser of (x) the amount (if any) by which Closing Working Capital is greater than Target Working Capital and (y) five million dollars ($5,000,000), plus (viii) the aggregate exercise price of all In the Money Options, minus (ix) the Representative Holdback Amount, minus (x) all Transaction Expenses, minus (xi) the Indemnification Escrow Amount, minus (xii) the Purchase Price Adjustment Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Capital Lease Obligations, Transaction Expenses, or Working Capital shall be double counted for any purposes under this Agreement, including, without limitation, purposes of calculating the Closing Cash Proceeds hereunder.
Closing Cash Proceeds is defined in Section 2.02(a).
Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of 12:01 a.m. prevailing Eastern Time on the Closing Date, plus (iii) the amount of Cash as of 12:01 a.m. prevailing Eastern Time on the Closing Date, minus (iv) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (v) the amount (if any) by which Closing Working Capital is greater than Target Working Capital, plus (vi) the aggregate exercise price of all Options, minus (vii) the Representative Holdback Amount, minus (viii) all Transaction Expenses, minus (ix) the Purchase Price Adjustment Escrow Amount, minus (x) the Bonus Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Capital Lease Obligations, Transaction Expenses, Working Capital or Bonus Amount shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder.
Closing Cash Proceeds means (a) the Transaction Price, plus (b) the amount of Closing Cash, minus (c) the amount of Closing Indebtedness, minus (d) the amount (if any) by which Closing Net Working Capital is less than Target Net Working Capital, plus (e) the amount (if any) by which Closing Net Working Capital is greater than Target Net Working Capital, minus (f) the Purchase Price Escrow Amount, minus (g) the Indemnity Escrow Amount, in each case as determined in a manner consistent with the Accounting Methods. For the avoidance of doubt, no items included in the definitions of Cash, Net Working Capital or Indebtedness shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder.