Company Net Debt definition

Company Net Debt means the Company Debt less the Sinking Fund Cash as of the Measurement Time.

Company Net Debt means, except as otherwise provided in this Agreement, the total debt (including bank indebtedness) of the Company less the total of cash and cash equivalents and deposits of Company, in each case calculated in accordance with IFRS, but specifically excludes the value of any hxxxxx;

Company Net Debt means, on any Test Date, (a) the Debt of the Company on an unconsolidated basis as at that Test Date minus (b) the aggregate amount of cash and Cash Equivalent Investments of the Company on an unconsolidated basis as at that Test Date. The Company Net Debt shall exclude any amounts outstanding under the Backstop Bridge Facility and the Backstop Revolving Facility to the extent the proceeds of such amounts outstanding have been on-lent to the Target as a Backstop Proceeds Loan and are included as Target Net Debt.

Examples of 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.

• BVCEO is determined as the VCE at which the base current changes the sign, i.e. turns from positive to negative.

• The Company shall prepare and deliver to Buyer at or prior to the Closing the Transaction Expenses Certificate and the Company Net Debt Balance Certificate.

• 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.

• The Selling Shareholders shall reimburse the Purchaser for Taxes of the Company and its Subsidiaries with respect to such periods within fifteen (15) days after payment by the Purchaser or the Company and its Subsidiaries with respect to the amount of such Taxes that relate to the portion of the Tax period ending on the Closing Date to the extent such Taxes are not reflected in Company Net Debt.

More Definitions of Company Net Debt

Company Net Debt means, as of the CIBR Put Closing Date, the total amount, in U.S. Dollars, of (x) Debt for Borrowed Money of the Company and its Subsidiaries owed to Persons other than the Shareholders or any of their Affiliates that is outstanding as of such date plus (y) the Underfunded Pension Amount as of such date minus (z) the amount, whether positive or negative, equal to the Closing Net Working Capital minus the Normalized Net Working Capital. To the extent any such Debt for Borrowed Money is denominated in Philippine Pesos, such Debt for Borrowed Money shall be converted to U.S. Dollars, calculated using the PDS AM Weighted Average as found on the Philippines Dealer Exchange Index (“PDEX”) for such date of determination.

Company Net Debt means (A) the sum of (i) the Company's outstanding term loans under the credit facilities provided by or through Bank of America as of the Closing Date (the "OUTSTANDING TERM LOAN"); and (ii) the Company's outstanding revolving credit loans (but not including the face amount of any undrawn letters of credit issued as a sub-feature thereunder) under the credit facilities provided by or through Bank of America as of the Closing Date MINUS $2,000,000; and (iii) any obligations of the Company with respect to amounts outstanding as of the Closing Date under the Industrial Development Revenue Bonds issued by the Tift County Development Authority for the benefit of the Company (the "IRB DEBT"); and (iv) any interest that has accrued on the amounts referred to in (i), (ii), or (iii); and (v) the Company's outstanding overdraft advances under the overdraft lines of credit made available to the Company, MINUS (B) the amount of cash and cash equivalents held by or in the name of the Company, as of the Closing Date; PROVIDED that for the purposes of this Agreement "NET DEBT" shall not exceed the sum of the Outstanding Term Loan plus the IRB Debt plus $4,500,000. For purposes of determining Company Net Debt, the parties shall rely exclusively on pay-off letters or other similar writings provided by the relevant lenders.

Company Net Debt means the result of (i) the sum of (A) the total consolidated Debt of the Company and its Subsidiaries as of immediately prior to the Effective Time, plus (B) the total amount of Merger Expenses that remain unpaid as of immediately prior to the Effective Time, less (ii) the total consolidated cash (including cash equivalents such as short-term investments) of the Company and its Subsidiaries, as would be shown on a balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, as of immediately prior to the Effective Time.

Company Net Debt means the Company’s total Debt outstanding less cash and equivalents as determined in accordance with Korean GAAP.

Company Net Debt means the aggregate amount of Company Debt minus the aggregate amount of Company Cash; provided, however, that in the event the amount of Company Cash is greater than the Company Debt, the Company Net Debt shall be deemed to be $0.

Company Net Debt means (A) the sum of (i) the Company’s outstanding term loans under the credit facilities provided by or through Bank of America as of the Closing Date (the “Outstanding Term Loan”); and (ii) the Company’s outstanding revolving credit loans (but not including the face amount of any undrawn letters of credit issued as a sub-feature thereunder) under the credit facilities provided by or through Bank of America as of the Closing Date minus $2,000,000; and (iii) any obligations of the Company with respect to amounts outstanding as of the Closing Date under the Industrial Development Revenue Bonds issued by the Tift County Development Authority for the benefit of the Company (the “IRB Debt”); and (iv) any interest that has accrued on the amounts referred to in (i), (ii), or (iii); and (v) the Company’s outstanding overdraft advances under the overdraft lines of credit made available to the Company, minus (B) the amount of cash and cash equivalents held by or in the name of the Company, as of the Closing Date; provided that for the purposes of this Agreement “Net Debt” shall not exceed the sum of the Outstanding Term Loan plus the IRB Debt plus $4,500,000. For purposes of determining Company Net Debt, the parties shall rely exclusively on pay-off letters or other similar writings provided by the relevant lenders.

Company Net Debt means, at Closing, the Company’s funded debt less unrestricted cash;