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.
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Effective Time Cash shall have the meaning set forth in Section 3.3A(a).
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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.
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Examples of Effective Time Cash in a sentence

  • In the event that, after review and reconciliation, the TM Effective Time Cash Balance is less than the TM Target Cash Balance, IAC shall make one or more payments to TM Spinco as promptly as practicable after the Effective Time, but in no event more than [ninety (90)] days after the Effective Time, totaling an amount equal to the excess of the TM Target Cash Balance over the TM Effective Time Cash Balance.

  • In the event that, after review and reconciliation, the Interval Effective Time Cash Balance is less than the Interval Target Cash Balance, IAC shall make one or more payments to Interval Spinco as promptly as practicable after the Effective Time, but in no event more than [ninety (90)] days after the Effective Time, totaling an amount equal to the excess of the Interval Target Cash Balance over the Interval Effective Time Cash Balance.

  • Prior to my arrival there was 4 members on the board and only two members lived inside city limits.

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  • In the event that, after review and reconciliation, the Interval Effective Time Cash Balance is less than the Interval Target Cash Balance, IAC shall make one or more payments to Interval Spinco as promptly as practicable after the Effective Time, but in no event more than ninety (90) days after the Effective Time, totaling an amount equal to the excess of the Interval Target Cash Balance over the Interval Effective Time Cash Balance.

  • In the event that, after review and reconciliation, the Tree Effective Time Cash Balance is less than the Tree Target Cash Balance, IAC shall make one or more payments to Tree Spinco as promptly as practicable after the Effective Time, but in no event more than ninety (90) days after the Effective Time, totaling an amount equal to the excess of the Tree Target Cash Balance over the Tree Effective Time Cash Balance.

  • The Maximum Cash Consideration shall be reduced by the sum of any Pre-Closing Settlement Cash in calculating the Effective Time Cash Consideration under Section 2.1(b).

  • Immediately after the Effective Time, Cash Reserve shall distribute in complete liquidation pro rata to the record holders of its shares at the Effective Time the shares of Prime to be received by the record holders of Cash Reserve.

  • Parent agrees that it shall not take any action with the Knowledge that the taking of that action would or would reasonably be expected to cause Parent not to have, immediately following the Effective Time, Cash and Cash Equivalents sufficient to pay the Total Merger Consideration.

  • Parent shall have secured necessary financing that has enabled Parent to pay the Effective Time Cash Consideration Amount and the Escrow Amount at or prior to the Effective Time on terms that are substantially similar to the Debt Commitment Letter (or on terms that are, in the reasonable judgment of the Board of Directors of Parent, more advantageous to Parent and its stockholders).


More Definitions of Effective Time Cash

Effective Time Cash means all Cash and Cash Equivalents of the applicable Company Group as of the Effective Time.
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Effective Time Cash means the Cash at the Effective Time
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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.
Sample 1
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.
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Related to Effective Time Cash

  • Effective Time has the meaning set forth in Section 2.2.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Base Merger Consideration means $1,200,000,000.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • First Effective Time has the meaning specified in Section 2.02.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).