Estimated Net Cash definition

Estimated Net Cash means such amount in US dollars as is notified in writing by the Sellers to the Buyer no later than 10 Business Days prior to the Completion Date that is the good faith estimate by the Sellers of the Net Cash as at the Effective Time;

Estimated Net Cash has the meaning set forth in Section 3.3(a).

Estimated Net Cash shall have the meaning set forth in Section 2.6.

Examples of Estimated Net Cash in a sentence

• The amount of cash to be paid at the Closing (the “Estimated Cash Consideration Adjustment Amount”) shall be equal to the Cash Consideration minus (A) the Estimated Closing Date Working Capital Shortfall, if any, plus (B) the Estimated Closing Date Working Capital Excess, if any, and plus (C) the Estimated Net Cash.

• For purposes hereof, “Cash Adjustment Amount” means the difference (which may be a positive or negative number) between (i) the Closing Net Cash and (ii) the Estimated Net Cash.

• If the Closing Net Cash Asset Amount as finally determined pursuant to this Section 3.3 is greater than the Estimated Net Cash Asset Amount, Buyer shall within three Business Days pay to Sellers such excess by wire transfer of immediately available funds.

• If the Net Cash Adjustment in the final Closing Statement exceeds the Estimated Net Cash Adjustment, then Honeywell shall be entitled to a payment from Purchaser equal to such excess.

• To the extent Estimated Net Cash exceeds Closing Date Net Cash, Seller Parent shall pay to Buyer such excess in U.S. dollars.

More Definitions of Estimated Net Cash

Estimated Net Cash means Seller Parent’s good faith estimate of the Net Cash as of 12:01 a.m. (New York time) on the Closing Date as set forth on the Estimated Closing Statement.

Estimated Net Cash means the estimated Net Cash as reflected in the Estimated Closing Certificate and on the Estimated Closing Balance Sheet.

Estimated Net Cash is defined in Section 2.5(a).

Estimated Net Cash has the meaning set forth in Section 2.3(a)(ii); provided that in no event shall Estimated Net Cash exceed $500,000.

Estimated Net Cash. The estimated amount of the Net Cash Amount of the Companies as of the Measurement Time set forth on the Initial Closing Statement delivered in accordance with Section 1.2(a) above; provided, however, that Estimated Net Cash shall exclude (i) any amounts used to pay any Transaction Expenses between the Measurement Time and the Closing, (ii) any distribution made to any Seller at or after the Measurement Time and prior to the Closing and (iii) any other distribution or payment made at or after the Measurement Time and prior to the Closing.

Estimated Net Cash means $(17,843,000), being a negative amount and the projected amount of Net Cash as at Completion, as estimated in good faith by the Adjustment Representative;

Estimated Net Cash means the estimated Net Cash as reflected in the Estimated Closing Certificate and on the Estimated Closing Balance Sheet. “Estimated Working Capital” means the estimated Working Capital as reflected in the Estimated Closing Certificate and on the Estimated Closing Balance Sheet. “Exchange Act” has the meaning set forth in Section 3.5(b). “Exchange Fund” has the meaning set forth in Section 2.7(b) “Exchange Ratio” means a fraction, the numerator of which is the Per Share Consideration and the denominator of which is the Acquiror Per Share Price. “Excluded Equity Award” means (i) any Company Restricted Stock Units issued to a New Hire that was hired in accordance with the terms hereof, including Section 5.1(c), pursuant to a written offer of employment delivered by the Company after the date hereof, where (A) the New Hire has commenced employment during the period commencing on the later of the date hereof and the date that is one (1) month prior to the Closing, and (B) the terms and issuance of such Company Restricted Stock Units comply with the terms set forth on Schedule 1.1(g), and (ii) any Company Restricted Stock Units (A) promised to a potential employee of the Company or a Company Subsidiary that (I) was offered employment during the period commencing on the later of the date hereof and the date that is one (1) month prior to the Closing, and (II) has accepted employment prior to the Closing, but such employment has not yet commenced, and (B) where the terms and issuance of such Company Restricted Stock Units comply with the terms set forth on Schedule 1.1(g). “Executed Written Consent” has the meaning set forth in Recital G. “Expense Fund” has the meaning set forth in Section 2.10(c). “Expiration Date” has the meaning set forth in Section 9.1(b). “FCPA” means the U.S. Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq. “Final Net Cash” means the Net Cash as of the Closing Date, as reflected in the Closing Certificate and on the Closing Balance Sheet prepared in accordance with Sections 2.12(d) and 2.12(e).