Closing Cash Proceeds definition
Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of the Measurement Time, plus (iii) the amount of Cash as of the Measurement Time, 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) all Transaction Expenses as of the Measurement Time, minus (vii) the Purchase Price Adjustment Escrow Amount, minus (viii) 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.
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
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.
Examples of Closing Cash Proceeds in a sentence
Following the resolution of any disputes between Parent and the Rights Agent, Parent shall promptly thereafter (and in any event within two (2) Business Days), deliver to the Rights Agent any letter of instruction reasonably required by the Rights Agent, which shall set forth the final Closing Cash Proceeds as agreed by Parent and the Rights Agent and the Closing Cash Payment.
Such auditors will keep confidential any information obtained during such inspection and will report to the Rights Agent and Parent in writing whether (x) the Closing Cash Proceeds and/or (y) the Third Milestone Payment is due and payable (without disclosing, in the case of this clause (y), to the Rights Agent any confidential or commercially sensitive information used or generated by the auditors during the course of the audit), as applicable.
Any CVRs acquired by Parent or any of its Affiliates (including the Surviving Corporation) shall be automatically deemed extinguished and no longer outstanding or entitled to any Milestone Payment or Closing Cash Proceeds for purposes of this Agreement.
For the avoidance of doubt, Parent shall have no further liability in respect of the Closing Cash Proceeds upon delivery of the Closing Cash Proceeds to the Rights Agent, if any, in accordance with this Section 2.4(b) and the satisfaction of each of Parent’s obligations set forth in this Agreement with respect thereto.
Unless the Rights Agent delivers a Dispute Notice during such ten (10) Business Day period, the calculations of Closing Cash and Closing Cash Proceeds set forth in the Closing Cash Notice shall be deemed final for purposes of this Agreement.
More Definitions of 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, plus (iv) the Working Capital Adjustment Amount, minus (v) all Transaction Expenses, plus (vi) the IT Separation Costs, plus (vii) the CapEx Adjustment Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Transaction Expenses, Working Capital, IT Separation Costs or the CapEx Amount shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder.
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 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
Closing Cash Proceeds means an aggregate amount equal to (i) the Enterprise Value, minus (ii) the aggregate amount of Indebtedness outstanding as of immediately prior to the Closing, plus (iii) the aggregate amount of Cash as of the Measurement Time, 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 Warrant Exercise Price, minus (vii) the Seller Representative Holdback Amount, minus (viii) all Transaction Expenses, minus (ix) the Purchase Price Adjustment Escrow Amount, minus (x) the Transaction Bonus Pool. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Transaction Expenses, Working Capital, or the Transaction Bonus Pool shall be double-counted for purposes of calculating the Closing Cash Proceeds hereunder.
Closing Cash Proceeds means 100% of the amount by which Closing Cash exceeds five hundred thousand U.S. dollars ($500,000) but is less than one million five hundred thousand U.S. dollars ($1,500,000) as finally determined pursuant to Section 2.4(b) and/or Section 3.4, as applicable.
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 date hereof, minus (iii) the amount of Capital Lease Obligations outstanding as of 12:01 a.m. prevailing Eastern Time on the date hereof, plus (iv) the amount of Cash as of 12:01 a.m. prevailing Eastern Time on the date hereof, minus (v) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (vi) the amount (if any) by which Closing Working Capital is greater than Target Working Capital, (vii) minus the Sale Bonus Amount, (viii) minus all Transaction Expenses, minus (ix) the Indemnification Escrow Amount, minus (x) the Purchase Price Adjustment Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Capital Lease Obligations, Sale Bonus Amount, 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.