Effective Time Cash definition
Effective Time Cash means an amount equal to the Company’s and Company Subsidiaries’ consolidated cash and cash equivalents (“Cash”) on hand as of the Effective Time determined in accordance with GAAP.
Effective Time Cash means all Cash and Cash Equivalents of the Company Group as of the Effective Time.
Effective Time Cash means the aggregate amount of Cash as of the Effective Time, determined in accordance with the Accounting Principles Consistently Applied.
Examples of Effective Time Cash in a sentence
Each of the Effective Time Cash, the Effective Time Indebtedness and the Interim Period Contribution Amount, as finally determined pursuant to this Section 2.2, is referred to herein as the “Final Effective Time Cash,” the “Final Effective Time Indebtedness,” and the “Final Interim Period Contribution Amount,” respectively.
The Dispute Notice shall identify each Disputed Item and specify in reasonable detail the amount in dispute, including a detailed written explanation of the reasons for disagreement with each Disputed Item and setting forth the Sellers’ calculations, based on such objections, of (i) (A) the Effective Time Cash, (B) the Effective Time Indebtedness and (C) the Interim Period Contribution Amount, and (ii) the resulting Post-Closing Adjustment Amount, as applicable.
More Definitions of Effective Time Cash
Effective Time Cash shall have the meaning set forth in Section 3.3A(a).
Effective Time Cash means an amount equal to the Company’s total cash, cash equivalents and marketable securities (“Cash”) on hand as of the Effective Time.
Effective Time Cash means the Cash at the Effective Time
Effective Time Cash means the aggregate amount of (a) the Cash of the Partnership Group, plus (b) the pro rata portion of the Cash of the MMP Group (based on the Partnership Group’s percentage equity interest in the MMP Group), in each case as of the Effective Time.
Effective Time Cash means an amount equal to the Company’s consolidated cash and cash equivalents on hand (excluding restricted cash and security deposits) as of the Effective Time determined in accordance with GAAP applied on a basis consistent with Company’s past practices used in preparing the Company Financial Statements. “Effective Time Holders” means the holders of Company Capital Stock (excluding Early Exercise Restricted Shares) and Vested Company Options, as of immediately prior to the Effective Time. “Embargoed Territory” has the meaning set forth in Section 3.27(c). “Employee Optionholder” has the meaning set forth in Section 2.7(b). “Encumbrance” and any similar term (e.g., “Encumber”) means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, option, right of first refusal, right of first negotiation, equitable interest, preemptive right, title retention or title reversion agreement, prior assignment, or any other encumbrance or restriction of any nature, whether accrued, absolute, contingent or otherwise (including any restriction on the transfer or licensing of any asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). “End Date” has the meaning set forth in Section 8.1(b). “Environmental Laws” means any applicable foreign, federal, state or local governmental laws (including common laws), statutes, ordinances, codes, regulations, rules, policies, permits, licenses, certificates, approvals, judgments, decrees, orders, directives, or requirements that pertain to the protection of the environment, protection of public health and safety, or protection of worker health and safety, or that pertain to the handling, use, manufacturing, processing, storage, treatment, transportation, discharge, release, emission, disposal, re-use, recycling, or other contact or involvement with Hazardous Materials, including CERCLA and the RCRA. “ERISA” has the meaning set forth in Section 3.22(a). “ERISA Affiliate” has the meaning set forth in Section 3.22(a). “Escrow Account” has the meaning given to it in Section 2.10(a). “Escrow Agent” means Wilmington Trust, National Association (or such other Persons as may hereafter be reasonably acceptable to Acquiror and the Company). “Escrow Agreement” means an escrow agreement in substantially the form attached hereto as Exhibit D.