Freely Available Cash means the Cash of Colt and its Subsidiaries less (i) Taxes in the nature of cross border withholding taxes that arise from or relate to the transfer of such Cash to Colt from any of its Subsidiaries and any other out-of-pocket costs incurred in connection with the Repatriation of such Cash, (ii) an amount agreed upon by Buyer and Parent, consistent with the schedules of projected cash needs previously provided by the Company (adjusted to provide for current and near-term cash needs and for current and near term results of operations), to be maintained as cash for the Retained Subsidiaries and the PLG Subsidiaries and (iii) any such cash that cannot be distributed, contributed or otherwise delivered to Colt (from any of its Subsidiaries) without violating any applicable Laws, including those relating to “financial assistance” limitations, solvency, adequate surplus and similar capital adequacy tests. By agreement of the Parties, Freely Available Cash of the Retained Subsidiaries shall specifically include any cash expended from the date hereof through Closing by the Company or the Retained Subsidiaries to acquire the trademark and related business of Payless Australia.
Freely Available Cash means unrestricted cash of the Company that is freely available for purposes of this Section 2.03 and (A) the transfer of such cash to the Company (from any affiliates of the Company) or into the Payment Fund does not result in any Tax obligations to the Company or any of its subsidiaries, (B) such cash can be distributed, contributed or otherwise delivered to the Company (from any affiliates of the Company) and into the Payment Fund in accordance with all applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests and (C) shall not include any amount potentially owed by the Company in connection with the agreement set forth on Section 3.28 of the Company Disclosure Schedule. The Agent shall, pursuant to instructions provided by Merger Sub, make the payments provided for in Section 2.01 of this Agreement out of the Payment Fund (it being understood that any and all interest earned on funds made available to the Agent pursuant to this Agreement shall be turned over to the Surviving Corporation). The Payment Fund shall not be used for any other purpose except as provided in this Agreement.
Freely Available Cash means unrestricted cash of the Company that is freely available for use to repay Indebtedness excluding any cash or consideration in connection with the consummation of any sale-leaseback and (A) the transfer of such cash to the Company (including from any subsidiaries of the Company) or in connection with the repayment of any such Indebtedness does not result in any Tax obligations to the Company or any of its subsidiaries and (B) such cash can be distributed, contributed or otherwise delivered to the Company (including from any subsidiaries of the Company) in accordance with all applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests; provided, that the aggregate amount received by the Company between the date of this Agreement and the Effective Time in connection with any and all Option exercise(s) shall not be included in the calculation of what constitutes such freely available cash.
Examples of Freely Available Cash in a sentence
Parent and Buyer shall use commercially reasonable efforts to provide that the Freely Available Cash of Colt and its Subsidiaries is used to repay indebtedness of Colt and its Subsidiaries at or prior to the consummation of the Merger.
For avoidance of doubt, any Cash of the Retained Companies and the PLG Subsidiaries that is not Freely Available Cash shall remain with such entities.
The Company shall use commercially reasonable efforts, subject to Section 6.1 above, to maximize the amount of Freely Available Cash for use in connection with the consummation of the Merger.
The Company shall use its commercially reasonable efforts, consistent with past practice and subject to Section 5.1 above, to maximize the amount of Freely Available Cash.
Borrower shall have, as of each fiscal quarter end beginning with the fiscal quarter ending March 31, 2006, Freely Available Cash Reserves of not less than $13,000,000; provided, if the Columbia/Xxxxxx Agreement is restructured so as to eliminate the monetary obligation of the Borrower thereunder in a manner satisfactory to the Administrative Agent (and such is confirmed in writing by the Administrative Agent), then the Borrower shall no longer have to maintain Freely Available Cash Reserves.
More Definitions of Freely Available Cash
Freely Available Cash means, at any time, Cash held by Offshore Group Members at that time which is freely available for application in accordance with the Payment Waterfall but:
Freely Available Cash means unrestricted cash on hand of the Company and its Subsidiaries as of immediately prior to the Effective Time less (a) any unpaid Expenses of the Company or any of its Subsidiaries, (b) the amount of any Change of Control Payments, (c) the cost of the “tail” policy contemplated by Section 6.12(c) and (d) the amount of any unpaid Taxes and fees described in Section 6.15; provided, that cash shall only constitute unrestricted cash on hand of the Company if (i) the transfer of such cash to the Company (from any Subsidiaries of the Company) or into the Payment Fund does not result in any Tax obligations to the Company or any of its Subsidiaries and (ii) such cash can be distributed, contributed or otherwise delivered to the Company (from any Subsidiary of the Company) and into the Payment Fund in accordance with all applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests.
Freely Available Cash means unrestricted cash on hand of the Company and its Subsidiaries less each of the following items: (i) amounts payable to the Company’s financial advisor in connection with the transactions contemplated by this Agreement; (ii) amounts payable to the Company’s outside counsel and accountants in connection with the transactions contemplated by this Agreement; (iii) amounts payable to printers in connection with the preparation, printing and mailing of the Proxy Statement; and (iv) $3 million to satisfy the reasonable short-term working capital needs of the Company and its Subsidiaries. “Freely Available Cash” shall exclude any cash that cannot be deposited into the Exchange Fund (or in the case of cash of any Subsidiary of the Company, cannot be distributed or otherwise delivered to the Company for further deposit into the Exchange Fund) under Applicable Law (including laws relating to solvency, adequate surplus and similar capital adequacy tests) or under any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries. “Freely Available Cash” shall also exclude any cash held by a Subsidiary of the Company if the distribution of that cash to the Company would cause the Company or any of its Subsidiaries to incur any Tax Liability.
Freely Available Cash shall exclude any cash that cannot be deposited into the Exchange Fund (or in the case of cash of any Subsidiary of the Company, cannot be distributed or otherwise delivered to the Company for further deposit into the Exchange Fund) under Applicable Law (including laws relating to solvency, adequate surplus and similar capital adequacy tests) or under any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries. “Freely Available Cash” shall also exclude any cash held by a Subsidiary of the Company if the distribution of that cash to the Company would cause the Company or any of its Subsidiaries to incur any Tax Liability.
Freely Available Cash shall also exclude any cash held by a Subsidiary of the Company if the distribution of that cash to the Company would cause the Company or any of its Subsidiaries to incur any Tax Liability.
Freely Available Cash means unrestricted cash of the Company, net of any Tax obligations to the Company or any of its Subsidiaries, that is freely available for any purpose and that can be distributed, contributed or otherwise delivered to the Company (from any Affiliates of the Company) in accordance with Applicable Law, including those relating to solvency, adequate surplus and similar capital adequacy tests, but excluding any such cash required to pay (1) the amounts required to be paid pursuant to Section 2.7 to holders of Company Warrants, Company Options and Company Stock-Based Awards, (2) any unpaid Expenses of the Company and any unpaid Expenses of the Company incurred in the Company’s sales process and (3) the aggregate amount of the Change of Control Payments.
Freely Available Cash means unrestricted cash of the Company that is freely available for purposes of this Section 2.03 and (A) the transfer of such cash to the Company into the Payment Fund does not result in any Tax obligations to the Company or any of its Subsidiaries; (B) such cash can be distributed, contributed or otherwise delivered to the Company into the Payment Fund in accordance with all applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests; and (C) such cash shall not include (i) the dollar amount required to repay, repurchase, defease and/or retire the entire outstanding principal balance of the 2.75 Convertible Senior Notes Due February 15, 2012 (the “Notes”) (including any penalties or premiums thereon, and all interest, fees and expenses with respect thereto), (ii) the dollar amount equal to the aggregate amount to be paid to the holders of Cash-Pay Options pursuant to Section 2.02(b), (iii) the dollar amount of any unpaid Expenses of the Company and any unpaid expenses of the Company incurred in connection with the Company’s sale process, (iv) the aggregate amount of the Change of Control Payments and (v) cash required for the reasonable short-term working capital needs of the Company). The Payment Fund shall be used solely and exclusively for purposes of paying the consideration specified in Section 2.01(a) in accordance with the terms of this Agreement, and shall not be used to satisfy any other obligations of the Company or any of its Subsidiaries. The Payment Fund shall be invested by the Agent as directed by PLC, Parent or the Surviving Corporation in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (C) investments in any money market funds investing solely in any of the foregoing, in each case, with any earnings, gains or interest earned thereon being payable to Parent or the Surviving Corporation. PLC or Parent shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred and not offset by earnings or gains as a result of the aforementioned investments. The Agent shall, pursuant to instructions provided by Merger Sub, make the payments provided for in Section 2.01 of this Agreement out of the Payment Fund (it being understood that any and all earnings, gains or interest earned on funds made available to the Agent pu...