Estimated Purchaser Net Cash means Purchaser Parent’s good-faith estimate of the Purchaser Net Cash as set forth on the Estimated Purchaser Closing Statement.
Estimated Purchase Price has the meaning set forth in Section 2.4(a).
Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.
Adjusted Purchase Price has the meaning set forth in Section 2.2.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Estimated Closing Cash has the meaning set forth in Section 2.4(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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
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).
Working Capital Escrow Amount means $2,000,000.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
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).
Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Final Closing Statement has the meaning set forth in Section 2.4(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;
Designated Purchaser has the meaning set forth in Section 7.11(b).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.
Earnout Amount has the meaning provided in Section 2.9(b).