JCA Closing Cash means the Cash held by the JCA Entities as of the Effective Time and giving effect to the JCA Contribution.

JCA Closing Cash means the Cash held by the JCA Entities as of the Effective Time and giving effect to the JCA Contribution. “JCA Closing Indebtedness” means the Indebtedness of the JCA Entities as of the Effective Time and giving effect to the JCA Contribution. “JCA Closing Transaction Expenses” means the Transaction Expenses of the JCA Entities as of the Effective Time and giving effect to the JCA Contribution. “JCA Closing Working Capital” means the Net Working Capital of the JCA Entities as of the Effective Time and giving effect to the JCA Contribution. “JCA Contribution” has the meaning set forth in the Recitals. “JCA Data” means the data, including Personal Data, owned by AGCO or any of its Subsidiaries that is primarily used in, or collected primarily by or for, the JCA Entities. “JCA Employee” means an employee of any of the JCA Entities. “JCA Entities” means, collectively, JCA and each of its Subsidiaries. “JCA IP” means all of the AGCO Group’s ownership interest in and to (a) the Trade Secrets and Copyrights that are primarily used by the JCA Entities, (b) the JCA Patents, and (c) all Marks used primarily in the JCA Entities (other than the AGCO Marks). “JCA Material Adverse Effect” means (A) an event, development, change, effect, fact, circumstance or occurrence that is materially adverse to the business, financial condition or results of operation of the JCA Entities, taken as a whole; provided, however, that no event, development, change, effect, fact, circumstance or occurrence to the extent resulting from or arising out of any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been, a “JCA Material Adverse Effect”: (i) events, developments, changes, effects, facts, circumstances or occurrences in global or national economic, monetary, or financial conditions, including changes in prevailing interest rates, exchange rates, credit markets, or financial market conditions, in each case, after September 28, 2023, (ii) events, developments, changes, effects, facts, circumstances or occurrences in the industries in which the JCA Entities operates, in each case, after September 28, 2023, (iii) events, developments, changes, effects, facts, circumstances or occurrences in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, in each case, September 28, 2023, (iv) epidemic, pandemic or disease outbreak, in each case, after September 28, 2023, (v)

Related to JCA Closing Cash

Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Indebtedness Amount has the meaning set forth in Section 1.4.
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
First Closing has the meaning set forth in Section 2.1(a).
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Working Capital Escrow Amount means $500,000.
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Closing Date Cash has the meaning specified in Section 3.4(a).
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

JCA Closing Cash definition

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