Closing Company Cash definition

Closing Company Cash means, as of the Reference Time, the aggregate cash and cash equivalents of the Target Companies on hand or in bank accounts, including deposits in transit, minus the aggregate amount of outstanding and unpaid checks issued by or on behalf of the Target Companies as of such time.

Closing Company Cash means the amount of cash and cash equivalents of the Acquired Companies as of the Effective Time (disregarding any transactions involving the Acquired Companies effected by Purchaser on the Closing Date at or after the Closing and prior to the Effective Time).

Closing Company Cash has the meaning set forth in Section 4.01(d).

Examples of Closing Company Cash in a sentence

• Prior to the Closing, Sellers shall effect actions by the German Company with respect to the management of its cash such that the Closing Company Cash would not reasonably be expected to be less than €5,000,000 or more than €7,000,000; provided that any such cash management actions shall be subject to Purchaser’s consent (not to be unreasonably withheld, conditioned or delayed).

• The Closing Statement shall include reasonably detailed schedules and supporting documentation indicating a calculation of the Aggregate Merger Consideration, the Closing Date Merger Consideration, the Closing Company Indebtedness, and the Closing Company Cash.

• Prior to the Closing Date, Seller shall deliver to Buyer Seller’s good faith calculation of the Base Purchase Price, including its good faith estimate of Adjusted Company Working Capital Value and the other components of Base Purchase Price (including estimates for Closing Company Indebtedness, Closing Company Cash, Closing Transaction Expenses and the LEAF Payoff Amount) (the “Estimated Closing Statement”).

• The Closing Company Cash, the unpaid Transaction Expenses, the Closing Indebtedness Amount, the Net Working Capital Amount and the Net Working Capital Adjustment Amount, in each case as finally determined pursuant to this Section 1.4 are referred to herein as the “Closing Company Cash,” the “Closing Transaction Expenses,” the “Closing Indebtedness Amount,” the “Closing Net Working Capital,” and the “Closing Net Working Capital Adjustment Amount,” respectively.

• At Closing, the amounts of Closing Working Capital and Closing Company Cash shall be determined based on the Estimated Closing Date Certificate delivered pursuant to Section 2.4. The estimated Closing Purchase Price (as estimated in accordance with the preceding sentence, the “Estimated Purchase Price”) shall be paid in accordance with Section 2.3 and shall be subject to adjustment pursuant to Section 2.7.

More Definitions of Closing Company Cash

Closing Company Cash has the meaning set forth in Section 2.04(a).

Closing Company Cash means all Company Cash as of the Adjustment Calculation Time.

Closing Company Cash means, as of the Reference Time, the aggregate cash and cash equivalents of the Target Companies on hand or in bank accounts, including deposits in transit; provided, however, Closing Company Cash shall not include Digital Assets.

Closing Company Cash means the combined Cash balances of the Companies, as of the Adjustment Time, plus an amount equal to inbound wires in transit and checks presented by any of the Companies for deposit but not yet credited to deposit accounts and minus an amount equal to outbound wires in transit and checks written by any of the Companies that have not yet been presented for deposit; provided, however, that Closing Company Cash shall exclude (i) any Cash not freely usable because such amounts are subject to restrictions or limitations on use or distribution by Law, Contract or otherwise, and (ii) any amounts collateralizing outstanding letters of credit or performance under Contracts of the Companies.

Closing Company Cash means the amount of Company Cash as set forth in the Company Closing Financial Certificate.

Closing Company Cash means Company Cash as of the Effective Time but shall exclude any Cash used to pay down Company Indebtedness between the Effective Time and the Closing.

Closing Company Cash has the meaning set forth in Section 3.2(i).