Estimated Closing Cash Balance definition

Estimated Closing Cash Balance has the meaning set forth in Section 2.3(a).
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Estimated Closing Cash Balance shall have the meaning ascribed to such term in Section 1.6(a)(i) hereof.
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Estimated Closing Cash Balance means an estimate of the Closing Cash Balance as determined pursuant to Section 2.04.
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Examples of Estimated Closing Cash Balance in a sentence

  • The Estimated Closing Balance Sheet, the Estimated Closing Date Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Debt, the Estimated Selling Expenses and the Estimated Closing Taxes Payable set forth in the Estimated Closing Date Statement will be prepared in accordance with the principles set forth on Exhibit B (the “Accounting Principles”).

  • A certificate dated as of a date within three days of the Closing Date, signed by Seller, certifying as to the Pre-Closing Purchase Price Statement and the Estimated Closing Cash Balance.

  • For purposes of determining the amount of the Merger Consideration paid to the Shareholder Agent at the Closing, the adjustment, if any, to the Merger Consideration to be made after the Closing pursuant to Section 1.6(d)(v) shall be estimated, using the Cash Makeup and Working Capital Makeup, if any, resulting from the Estimated Closing Working Capital and Estimated Closing Cash Balance in place of the Final Closing Working Capital and Final Closing Cash balance, respectively.

  • If the Estimated Closing Cash Balance is less than the Target Closing Cash Balance, the difference between the Estimated Closing Cash Balance and the Target Closing Cash Balance (the “Cash Shortfall”) shall be subtracted from the Closing Date Cash Payment and, if the Cash Shortfall exceeds the Closing Date Cash Payment, the amount of the Cash Shortfall that exceeds the cash portion of the Purchase Price shall be subtracted from the aggregate principal balance of the Promissory Notes.

  • The cost of the Tail Policy shall be borne by Company and shall be reflected on the Estimated Closing Balance Sheet and shall be taken into account in calculating any adjustment to the Initial Merger Consideration under Section 1.6(b); provided that to avoid double-counting, the cost of such Tail Policy shall not affect both the Estimated Closing Cash Balance and the Estimated Closing Working Capital.

  • The Initial Merger Consideration shall be adjusted downward dollar-for-dollar in the amount equal to the difference between $9,000,000 and the Estimated Closing Cash Balance.

  • Not later than three (3) Business Days prior to the Closing Date, the Company shall have delivered to Buyer a written statement setting forth its good faith estimate of the Closing Cash Balance as of the close of business on the Closing Date (the “Estimated Closing Cash Balance”) setting forth in reasonable detail the Company’s calculation of the Estimated Closing Cash Balance (including any Company Debt or Seller Parties Transaction Expenses deducted therefrom).

  • The Estimated Closing Cash Balance and the Estimated Company Debt set forth in the Estimated Closing Date Statement will be prepared in accordance with the Accounting Principles.


More Definitions of Estimated Closing Cash Balance

Estimated Closing Cash Balance means (i) in respect of Buyer, the amount of Cash Buyer estimates that it will have on hand as of the Closing Date, and (ii) in respect of Sirius, the amount of Cash Sirius estimates that it will have on hand as of the Closing Date;
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Estimated Closing Cash Balance. Section 3.04(a)
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Related to Estimated Closing Cash Balance

  • 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).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

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

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

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

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Minimum Cash Balance means a cash balance to be held by the Debtors on the Effective Date in an amount equal to $75 million plus any amounts received on account of GCI (as defined in the Uniti Term Sheet) reimbursements and Cash Payments (as defined in the Uniti Term Sheet) received by the Debtors on or before the Effective Date.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.

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

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

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • 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.