Company Net Indebtedness definition

Company Net Indebtedness means the amount (if any) by which the sum of the Cash and Cash Equivalents is less than the Indebtedness of the Company Entities, in each case calculated as of the Determination Time in accordance with the Accounting Principles. For the avoidance of doubt, if the Cash and Cash Equivalents exceeds such Indebtedness, the Company Net Indebtedness shall be zero (0).
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Company Net Indebtedness means the Net Indebtedness of the Company, NDI and Bellwether as of the Closing Date.
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Company Net Indebtedness means, with respect to all Company Entities in the aggregate, Indebtedness minus Cash, but excluding from Indebtedness up to $300,000 in letters of credit.
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Examples of Company Net Indebtedness in a sentence

  • The Estimated Purchase Price shall be decreased (any such decrease, the “Parent Adjustment Amount”) by the sum of (i) the amount, if any, that the Final Company Net Indebtedness exceeds the Estimated Company Net Indebtedness Amount, (ii) the amount, if any, that the Final Preferred Liquidation Amount exceeds the Preferred Liquidation Amount set forth in the Closing Certificate, and (iii) the amount, if any, that the Final Company Expenses exceeds the Company Expenses set forth in the Closing Certificate.

  • If the Stockholder Adjustment Amount exceeds the Parent Adjustment Amount, the Parent shall, within five (5) Business Days after the Final Company Net Indebtedness, the Final Preferred Liquidation Amount and the Final Company Expenses are determined, subject to Section 3.9, make payment by wire transfer of immediately available funds to the Stockholders in accordance with their respective Stockholder Percentage in the amount of any such excess.


More Definitions of Company Net Indebtedness

Company Net Indebtedness means the amount of Company Indebtedness outstanding as of Closing, excluding all Company Convertible Notes.
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Company Net Indebtedness means, as of the date of determination, the sum of (i) the total Indebtedness of the Company and its wholly owned Subsidiaries as of such date less the total amount of cash and cash equivalents held by the Company and such wholly owned Subsidiaries as of such date, and (ii) the Company’s (or its applicable Subsidiary’s) pro rata portion of the total Indebtedness of the Joint Ventures (other than publicly traded Joint Ventures, and other than Consorzio Lotterie Nazionali, Lotterie Nazionali S.r.l. or any successor thereof) as of such date less the Company’s (or its applicable Subsidiary’s) pro rata portion of the total amount of cash and cash equivalents held by the Joint Ventures (other than publicly traded Joint Ventures, and other than Consorzio Lotterie Nazionali, Lotterie Nazionali S.r.l. or any successor thereof) as of such date.
Sample 1
Company Net Indebtedness means, without duplication, the excess of (i) the sum of (a) all principal and accrued (but unpaid) interest owing by the Company and its Subsidiaries for debt for borrowed money owed to any third party, including pursuant to the Equipment Facility, the Senior Credit Agreement and the notes issued pursuant to the Indenture and (b) the long-term portion of Capitalized Lease Obligations (i.e., the portion not included in the computation of Company Closing Net Working Capital), over (ii) the amount of cash and cash equivalents of the Company and its Subsidiaries. In no event shall clause (i) of Net Indebtedness include (x) any liabilities related to inter-company debt between the Company and any of its Subsidiaries and any Subsidiary of the Company and another Subsidiary of the Company, (y) any liabilities included in the calculation of Company Preferred Stock Merger Consideration, or (z) any liabilities for any letters of credit, performance bonds, surety bonds and similar obligations of the Company and its Subsidiaries or any liabilities for which the Company, including any such liability arising under the Underwriting Agreement.
Sample 1
Company Net Indebtedness means (i) the aggregate principal amount of Indebtedness and accrued interest thereon of the Company and its Subsidiaries outstanding as of the Closing Date, minus (ii) the aggregate principal amount of any Indebtedness related to capital leases determined in accordance with GAAP, minus Distributable December Cash.
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Related to Company Net Indebtedness

  • Net Indebtedness means, at any particular time, Total Indebtedness at such time less the Cash at such time.

  • Consolidated Net Indebtedness means, on any date, the difference of (a) Consolidated Total Indebtedness as of such date, minus (b) the aggregate amount of all Unrestricted Cash.

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

  • Consolidated Total Net Indebtedness means, on any date, the excess of (i) Consolidated Total Indebtedness over (ii) the lesser of (x) $500,000,000 and (y) the aggregate amount of unrestricted cash and cash equivalents of the Company and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Consolidated Indebtedness means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Estimated Indebtedness has the meaning set forth in Section 2.3(a).

  • Consolidated Total Funded Indebtedness (i) obligations under any derivative transaction or other Hedging Agreement, (ii) undrawn Letters of Credit, (iii) Earn-Outs to the extent not then due and payable and if not recognized as debt on the balance sheet in accordance with GAAP and (iv) leases that would be characterized as operating leases in accordance with GAAP on the date hereof.

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Company Indebtedness means all Indebtedness of the Acquired Company and the Acquired Subsidiaries, including (with respect to calculations at or as of the Closing Date) the amount of any prepayment penalty or premium for redemption or repayment thereof on the Closing Date, all calculated in accordance with the Accounting Principles.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Consolidated Funded Indebtedness means, as of any date of determination with respect to the MLP and its Subsidiaries on a consolidated basis, without duplication, the sum of: (a) all obligations for borrowed money (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by the MLP or a Subsidiary (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by the MLP or such Subsidiary or is limited in recourse; (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (f) above of another Person; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person.

  • Total Consolidated Indebtedness means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom giving rise to such determination.

  • Capital Market Indebtedness means any obligation for the payment of borrowed money which is, in the form of, or represented or evidenced by bonds, or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange or in any organised market and any guarantee or other indemnity in respect of such obligation; and

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.