Estimated Cash Shortfall definition

Estimated Cash Shortfall means the amount (if any) by which the Estimated Cash Amount is less than the Target Cash Amount;
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Estimated Cash Shortfall means the amount, if any, by which (x) Estimated Cash is less than (y) $150,000 minus Estimated Working Capital. For the avoidance of doubt, Estimated Working Capital may be positive or negative.
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Estimated Cash Shortfall means the Company's good faith estimate of the Cash Shortfall.
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Examples of Estimated Cash Shortfall in a sentence

  • The consideration payable for the Formation Entity Shares (the “Purchase Consideration”) shall be an amount equal to the Loan Payoff Amount plus the Versacold Formation Transactions Taxes Amount plus the Versacold Transaction Expenses Amount plus the Cash Shortfall Amount (if any) set forth on the Estimated Cash Shortfall Statement delivered pursuant to Section 5.5(a).

  • To the extent the Final Cash Shortfall Statement shows that the actual Cash Shortfall Amount is less than the estimated Cash Shortfall Amount set forth in the Estimated Cash Shortfall Statement, the Sellers shall pay to the Acquirer the amount of such deficiency by wire transfer of immediately available funds within ten (10) days of determination of the Final Cash Shortfall Statement in accordance with this Section 5.5(b).

  • To the extent that Cash as set forth in the Estimated Balance Sheet is less than the Cash Target (the “Estimated Cash Shortfall”), then the Cash Purchase Price payable by Purchaser at the Closing shall be reduced by the amount of the Estimated Cash Shortfall, but only to the extent that the amount of such shortfall is greater than the Excess Working Capital reflected on the Estimated Balance Sheet, if any (the amount of such reduction, the “Estimated Cash Reduction Amount”).

  • As used in this Agreement, the "Preliminary Adjustment Amount" shall mean an amount equal to the sum of (a) the excess, if any, of (i) the Target Equity over (ii) the Estimated Closing Equity plus (b) the Estimated Cash Shortfall.

  • No later than the fifth Business Day prior to the Closing Date, the Company shall deliver to the Parent a statement (the "Estimated Closing Statement") of the Estimated Closing Equity and Estimated Cash Shortfall and a calculation of the Preliminary Adjustment Amount, together with supporting calculations.

  • To the extent the Final Cash Shortfall Statement shows that the actual Cash Shortfall Amount exceeds the estimated Cash Shortfall Amount set forth in the Estimated Cash Shortfall Statement, the Acquirer shall pay to the Sellers such excess amount by wire transfer of immediately available funds within ten (10) days of determination of the Final Cash Shortfall Statement in accordance with this Section 5.5(b).


More Definitions of Estimated Cash Shortfall

Estimated Cash Shortfall used for purposes of calculating the Initial Merger Consideration shall be the amount equal by which the Minimum Cash Balance exceeds the Estimated Cash Balance. If the Estimated Cash Balance equals or exceeds the Minimum Cash Balance, there shall be no Estimated Cash Shortfall (i.e., in such case, the Estimated Cash Shortfall shall be $0.00).
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Related to Estimated Cash Shortfall

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

  • Working Capital Shortfall means the amount, if any, by which Working Capital is less than the Working Capital Target.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Monthly Loss Amount means the sum of all Foreclosure Losses, Restructuring Losses, Short Sale Losses, Portfolio Losses, Modification Default Losses and Deficient Losses realized by the Assuming Institution for any Shared Loss Month.

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.

  • Net Monthly Excess Cash Flow For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Deficiency Amount shall have the meaning set forth for such term in Section 4.03(a) hereof. “Department” shall mean the South Carolina Department of Revenue.

  • Adjusted Cash Flow for any fiscal year shall mean Consolidated Net Income of the Borrower for such fiscal year (after provision for taxes) plus the amount of all net non-cash charges (including, without limitation, depreciation, deferred tax expense, non-cash interest expense, amortization and other non-cash charges) that were deducted in arriving at such Consolidated Net Income for such fiscal year, minus the amount of all non-cash gains and gains from sales of assets (other than sales of inventory and equipment in the normal course of business) that were added in arriving at such Consolidated Net Income for such fiscal year.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Consolidated Cash Balance means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by, or credited to, the account of the Borrower and its Subsidiaries (including non-wholly owned Subsidiaries and Permitted J/Vs).

  • Unfunded Exposure Shortfall has the meaning set forth in Section 8.1(a).

  • Principal Deficiency Amount For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Certificate Principal Balance of such Undercollateralized Group immediately prior to such Distribution Date over the sum of the Principal Balances of the Mortgage Loans in the related Loan Group immediately prior to such Distribution Date.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Excess Overcollateralization Amount With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date.

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

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

  • Target Overcollateralization Amount means, with respect to any Payment Date, 3.00% of the Adjusted Pool Balance as of the Cut-off Date. Notwithstanding the foregoing, the Target Overcollateralization Amount shall not exceed the Adjusted Pool Balance on such Payment Date.

  • Delinquency Amount means, as of any Distribution Date, the Principal Balance of all Contracts that were delinquent 60 days or more as of the end of the related Due Period (including Contracts in respect of which the related Motorcycles have been repossessed and are still in inventory).

  • Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Excess Cash Flow Percentage 50%; provided that the Excess Cash Flow Percentage shall be reduced to (a) 25% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 3.75 to 1.00 and (b) to 0% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 2.25 to 1.00.