Closing Company Net Debt definition

Closing Company Net Debt means, on a consolidated basis and calculated as of the open of business on the Closing Date, without duplication and without giving effect to the Transactions to be effected on the Closing Date, (a) the aggregate consolidated amount of indebtedness for borrowed money (including the current portion of any such indebtedness), book overdrafts and capital lease obligations (including the current portion of any such obligations) of the Company and the Company Subsidiaries plus (b) the aggregate consolidated amount of accrued but unpaid interest for borrowed money and prepayment penalties, minus the aggregate consolidated amount of cash and cash equivalents, including marketable securities, short-term investments and demand deposits, on hand or in accounts of the Company and the Company Subsidiaries (net of outstanding checks) (not including (i) prepaid deposits or other similar restricted cash and (ii) cash subject to any forbearance agreements).

Closing Company Net Debt means, on a consolidated basis and calculated as of the open of business on the Closing Date, without duplication and without giving effect to the Transactions to be effected on the Closing Date, an amount (that may be positive or negative) equal to: (a)(i) the aggregate consolidated amount of indebtedness for borrowed money (including the current portion of any such indebtedness, including the indebtedness set forth on Section 1.01 of the Company Disclosure Schedule, but subject to the conditions set forth therein, and excluding any convertible indebtedness to the extent converted pursuant to the Transactions), (ii) bank overdrafts and (iii) capital lease obligations in excess of $250,000 (including the current portion of any such obligations) of the Company and the Company Subsidiaries plus (b) the aggregate consolidated amount of accrued but unpaid interest (calculated as of the open of business on the Closing Date) on debt for borrowed money and prepayment penalties, minus (c) the sum of (i) the aggregate consolidated amount of cash and cash equivalents, including marketable securities and brokerage accounts, short-term investments, demand deposits, certificates of deposit, time deposits, the Security Deposit and, negotiable instruments on hand or in accounts of the Company and the Company Subsidiaries (net of outstanding checks) (not including (A) prepaid deposits or other similar restricted cash and (B) cash subject to any forbearance agreements) and (ii) the Company Transaction Expenses that shall have been paid by the Company or any of its affiliates after the date hereof and prior to Closing. For the avoidance of doubt, Closing Company Net Debt shall (x) include the outstanding principal and interest amounts (calculated as of the open of business on the Closing Date), if any, on each of the Secured Convertible Notes, the Herbal Brands Debt and the Neem Holdings Convertible Note and (y) exclude the Company Transaction Expenses that shall remain unpaid as of the Closing.

Closing Company Net Debt is defined in Section 3.3.4.

Examples of Closing Company Net Debt in a sentence

• The parties acknowledge that Closing Net Working Capital and Closing Company Net Debt shall be calculated in accordance with the accounting methodologies, principles and procedures applied historically by the Company in preparing its financial statements (in each case in accordance with GAAP) as set forth in Section 3.03(a) of the Company Disclosure Schedule, which sets forth an illustrative calculation of Closing Net Working Capital and Closing Company Net Debt at May 31, 2019.

• The final, binding and conclusive calculation of the Closing Net Working Capital and Closing Company Net Debt, based either upon initial delivery of the Closing Statement pursuant to Section 3.03(a), agreement or deemed agreement by Pensare and Holdings or the written determination delivered by the Accountant, in each case, in accordance with this Section 3.03, will be the “Closing Net Working Capital” and “Closing Company Net Debt” for all purposes of this Agreement.

• NAI has submitted and obtained BNPPLC’s approval of the site plan and descriptions of the Construction Project referenced in Exhibit B.

• Environmental Review: Categorically Exempt per CEQA Guidelines Section 15303(a) (New Construction or Conversion of Small Structures).

• The fees and expenses of the Referee will be borne by the Stockholder and Parent in the same proportion that the portion of the contested amounts not awarded to the Stockholder, on the one hand, or Parent, on the other hand, bears to the amount actually contested by the parties, and the decision of the Referee with respect to the items of the Closing Company Net Debt and Closing Parent Net Debt submitted to it will be final, conclusive and binding on the parties.