Estimated Net Cash Amount definition

Estimated Net Cash Amount means $8,428,022.50 being the Sellers’ estimate of the net cash position of the Company in US dollars on the date of Completion in the format set out in the agreed form balance sheet of the Company
Sample 1Sample 2Sample 3
Estimated Net Cash Amount has the meaning given in paragraph 1 of Part 1 of Schedule 7;
Sample 1Sample 2
Estimated Net Cash Amount has the meaning set forth in Section 3.2(a);
Sample 1

Examples of Estimated Net Cash Amount in a sentence

  • The Estimated Purchase Price shall be decreased, dollar for dollar, by the amount by which the Final Net Cash Amount exceeds the Estimated Net Cash Amount.

  • The “Preliminary Fixed Merger Consideration” shall equal Eighty Million Dollars ($80,000,000.00), plus the Estimated Net Cash Amount, plus the Buyer’s D&O Premium Payment and the Alerus additional -4- fee in the amount of $40,000.00, minus (as applicable) the Estimated Working Capital Adjustment, minus the Existing Debt, minus the Other Adjustments.

  • If the Closing Date Net Cash Amount exceeds the Estimated Net Cash Amount, then Purchaser shall be obligated to pay to the Company the Cash Excess Amount within three (3) Business Days after the determination of the Closing Date Net Cash Amount by wire transfer of immediately available funds to an account designated in writing by the Company.

  • Any transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges payable to any Governmental Authority (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid, or caused to be paid, by the Surviving Entity and shall not be deducted in calculating the Estimated Net Cash Amount or Estimated Net Working Capital.

  • The parties agree that, upon the request of Purchaser, the Company shall use all but $250,000 of the Estimated Net Cash Amount as of the Closing to pay a portion of the Preferred Redemption Price under Section 2.02.

  • The Estimated Purchase Price shall be increased, dollar for dollar, by the amount by which the Final Net Cash Amount falls below the Estimated Net Cash Amount.


More Definitions of Estimated Net Cash Amount

Estimated Net Cash Amount means the good faith estimate of the Net Cash Amount calculated in accordance with Schedule 5 and delivered by the Sellers Representative to Buyer pursuant to Section 3.3.
Sample 1
Estimated Net Cash Amount means an amount in RMB which is equal to US$10,000,000, converted at the Exchange Rate;
Sample 1
Estimated Net Cash Amount means the amount of EUR [***] ([***]);
Sample 1
Estimated Net Cash Amount has the meaning specified in Section 2.06(a).
Sample 1
Estimated Net Cash Amount an amount equal to $(2,700,997), being the Parties' good faith estimate of:
Sample 1

Related to Estimated Net Cash Amount

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

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

  • 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.

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

  • 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;

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

  • 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.

  • 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.

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

  • 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.

  • Net Cash means, without duplication and in any event as of the Net Cash Determination Time and, as applicable, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Check-Cap’s audited financial statements and unaudited interim balance sheet, the sum of (i) Check-Cap’s unrestricted cash and cash equivalents (excluding marketable securities, other than marketable securities acquired in accordance with Keystone’s written consent, which shall not be unreasonably withheld, but including, for the avoidance of doubt, unrestricted cash deposits and interest accrued thereon), plus (ii) restricted cash items set forth in Section 1.1 of the Check-Cap Disclosure Schedule minus (iii) current and long-term liabilities payable in cash (excluding non-cash liabilities) accrued at Closing pursuant to GAAP, minus (iv) all of Check-Cap’s unpaid Transaction Costs, minus (iv) the cost of redemption of all Check-Cap Warrants (including for the avoidance of doubt, the Check-Cap Registered Direct Warrants and Check-Cap Placement Agent Warrants) that have redemption rights according to their terms, and are outstanding as of immediately prior to the Israeli Merger Effective Time (assuming the full redemption thereof), plus (v) all prepaid Check-Cap expenses listed on Section 1.1 of the Check-Cap Disclosure Schedule, plus (vi) the amount of any expenses paid or liabilities incurred by Check-Cap during the Interim Period that the insurer under Check-Cap’s D&O insurance policy listed on Section 1.1 of the Check-Cap Disclosure Schedule has unconditionally and irrevocably agreed in writing to pay and are in excess of the deductible under such policy, plus (vii) the amount of any Check-Cap Legacy Transaction Eligible Proceeds (disregarding, for purposes of this definition, the proviso in the definition of “Check-Cap Legacy Transaction Eligible Proceeds”) to be received by Check-Cap for any Check-Cap Legacy Transaction at or prior to the Closing Date, or to which Check-Cap is contractually entitled as of the Closing Date to receive within ninety (90) days following the Closing Date (subject to no conditions other than the passage of time).

  • 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.

  • Adjusted Net Operating Income means, with respect to a Property for any given period, Net Operating Income of such Property for such period minus Capital Reserves for such period.

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • 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.

  • Target Net Working Capital Amount means $5,000,000.

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

  • Adjusted Operating Cash Flow means the net cash provided by operating activities of the Company as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K, adjusted to eliminate the effect on operating cash flows of net customer financing cash flows, as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Target Working Capital Amount means $75,000,000.

  • Company Value means the actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date, provided that (i) if the Company Value is being determined in connection with a Change of Control that establishes the Company’s net worth, then the Company Value shall be the net worth established thereby and (ii) if the Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading, whether or not the Common Shares are then listed on the NYSE and whether or not there is an actual trade of Common Shares on any such day. If the holder of Convertible Shares disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.

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

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

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