Final Excess Cash definition
Examples of Final Excess Cash in a sentence
Once the Final Excess Cash has been determined in accordance with the provisions of this Section 2.05(b), such calculation shall be final and binding for all purposes of this Agreement.
To the extent a holder of Company Warrants has duly executed and delivered to the Company a Warrant Cancellation Agreement prior to the Effective Time, the amount as set forth in Section 3.1(c) with respect to each Company Warrant held by such holder shall be payable by the Paying Agent at the Effective Time (or, with respect to any portion thereof payable by Parent pursuant to Section 3.6(a), by Parent promptly upon determination of the Final Excess Cash).
The Independent Auditor’s determination of Final Net Working Capital, Final Excess Cash, Final Indebtedness and Final Transaction Expenses, respectively, will be based on the definitions of “Net Working Capital,” “Excess Cash,” “Indebtedness” and “Transaction Expenses” contained in this Agreement.
However, in the event the Neutral Accountant determines that the Disputed Adjustment Matter reflects in excess of ten (10%) percent less Final Excess Cash, the Seller shall reimburse the Buyer in full for the costs of the Neutral Accountant.
Any Agreed Adjustment and the determination of Final Net Working Capital, Final Excess Cash, Final Indebtedness and Final Transaction Expenses by the Independent Auditor will be conclusive and binding upon the Parties and each of their Affiliates, successors and assigns, absent manifest error or fraud.
The Selling Stockholders shall have received the Final Excess Cash Notes in accordance with Section 1.5.
To the extent a holder of Company Options has duly executed and delivered to the Company a Letter of Transmittal prior to the Effective Time, the amount as set forth in Section 3.1(b)(i) with respect to each Company Option held by such holder shall be payable by the Paying Agent at the Effective Time (or, with respect to any portion thereof payable by Parent pursuant to Section 3.6(a), by Parent promptly upon determination of the Final Excess Cash).