Minimum Closing Cash definition
Minimum Closing Cash has the meaning set forth in Section 2.2(a).
Minimum Closing Cash means an amount of Closing Cash equal to the Senior Executive Bonus Amount payable at the Closing.
Minimum Closing Cash means $42,000,000 minus all costs and expenses of every kind and nature incurred or arising in connection with this transaction or the transactions contemplated by the Prior Merger Agreement, and without duplication of the foregoing, minus (A) (i) all fees and expenses paid or payable to R▇▇▇▇▇▇ J▇▇▇▇ & Associates for its services rendered to the Company pursuant to the engagement letter between such parties, (ii) all fees and expenses paid or payable to the Company’s outside counsel, accountants and other third parties in connection with the transactions contemplated by this Agreement or the Prior Merger Agreement, (iii) all amounts paid or payable to Company employees in respect of stock options in connection with the transactions contemplated hereby, and all amounts paid or payable to Company employees in respect of any and all change in control or transaction bonus, severance or other similar obligations arising under Contracts between the Company and any such employees set forth in the Company Disclosure Letter, (iv) all amounts paid or payable by the Company in respect of any D&O Insurance that the Company is permitted to purchase pursuant to Section 5.9(b), (v) amounts payable to financial printers in connection with the preparation, printing and mailing of the Proxy Statement and holding the Company Stockholders Meeting (whether under the Prior Merger Agreement or this Agreement), (vi) all fees and expenses paid or payable by the Company in respect of any and all regulatory filings and in connection with the release of any and all liens in connection with this Agreement or the Prior Agreement and the consummation of the transactions contemplated hereby or thereby, (vii) all costs and expenses of seeking to obtain lien releases pursuant to Section 5.14, (viii) any Company Termination Fee (as defined in the Prior Merger Agreement) paid pursuant to the Prior Merger Agreement net of the Initial Funding Amount, and (ix) termination and severance amounts paid to employees terminated as provided for in the Company Disclosure Letter, plus (B) (i) the net cash proceeds to the Company from the exercise of any Company Common Stock Option occurring between the date hereof and the Acceptance Date and (ii) the cash contributed by participants pursuant to the ESPP (net of any portion of such amounts refunded to such participants).
Examples of Minimum Closing Cash in a sentence
To the extent the Minimum Closing Cash exceeds the Estimated Closing Cash, the Initial Purchase Price payable by the Buyer at Closing shall be decreased by the amount of such excess.
Newco shall have received (i) evidence, in form and substance reasonably satisfactory to Newco, that immediately prior to the Effective Time, the Company will hold Net Cash equal to at least the Minimum Closing Cash Amount, and (ii) a certificate signed on behalf of the Company by the Chief Financial Officer of the Company as to the amount of Net Cash of the Company as of such time.
SmarterKids shall have Cash on Hand (as defined by GAAP) of not less than the amount of the Minimum Closing Cash, verified as set forth in Section 5.24.
Prior to the Effective Time, SmarterKids shall provide Earlychildhood with written verification satisfactory to Earlychildhood evidencing the Minimum Closing Cash, and Earlychildhood shall have the right to investigate and confirm the existence thereof in such manner as it deems necessary.
The Company shall make available to Parent copies of all work papers, books and records and other documents and data as was used to prepare the Estimated Closing Date Balance Sheet, Estimated Closing Date Working Capital, Estimated Closing Cash and Estimated Minimum Closing Cash.
Each of the "Final Closing Date Working Capital", "Final Closing Cash" and "Final Minimum Closing Cash" shall be deemed to include all proposed adjustments not disputed by Parent and those adjustments accepted or made by the Independent Accountant in resolving the Contested Adjustments.
The Parties acknowledge and agree that the Company shall distribute all available cash in excess of the Minimum Closing Cash Amount to the Company Owners prior to the Closing.
The Seller shall use its best efforts to cause each Company to have, as of the Closing, an amount of Closing Cash at least equal to the Scheduled Minimum Closing Cash with respect to such Company.
The Company shall have Closing Date Cash at least equal to the Minimum Closing Cash Amount.
A-46 Section 5.25 SmarterKids Minimum Closing Cash........................
More Definitions of Minimum Closing Cash
Minimum Closing Cash means $19,300,000.
Minimum Closing Cash means $42,000,000 minus all costs and expenses of every kind and nature incurred or arising in connection with this transaction, and without duplication of the foregoing, minus (A) (i) all fees and expenses paid or payable to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates for its services rendered to the Company pursuant to the engagement letter between such parties, (ii) all fees and expenses paid or payable to the Company’s outside counsel, accountants and other third parties in connection with the transactions contemplated by this Agreement, (iii) all amounts paid or payable to Company employees in respect of stock options in connection with the transactions contemplated hereby, and all amounts paid or payable to Company employees in respect of any and all change in control bonus, severance or other similar obligations arising under Contracts between the Company and any such employees set forth in the Company Disclosure Letter, (iv) all amounts paid or payable by the Company in respect of any D&O Insurance that the Company is permitted to purchase pursuant to Section 5.9(c), (v) amounts payable to financial printers in connection with the preparation, printing and mailing of the Proxy Statement and holding the Company Stockholders Meeting, (vi) all fees and expenses paid or payable by the Company in respect of any and all regulatory filings and in connection with the release of any and all liens in connection with this Agreement and the consummation of the transactions contemplated hereby, (vii) all costs and expenses of seeking to obtain lien releases pursuant to Section 5.14, and (viii) termination and severance amounts paid to employees terminated in the discretion of the Chief Executive Officer as disclosed to Parent plus (B) (i) the net cash proceeds to the Company from the exercise of any Company Common Stock Option occurring between the date hereof and the Closing Date and (ii) the cash contributed by participants pursuant to the ESPP (net of any portion of such amounts refunded to such participants).
Minimum Closing Cash means (a) between July 15, 2009 and September 15, 2009, $21,500,000 in cash, or (b) prior to July 15, 2009 and following September 15, 2009, $23,000,000 in cash (in the case of the preceding clauses (a) and (b) with “cash” being measured as such term is defined in the balance sheet account “Cash and Cash Equivalents” presented in the Company’s audited financial statements included in the Company SEC Reports) minus (i) any repatriation tax, (ii) all fees and expenses paid or payable to Barclays Capital under that certain engagement letter, dated October 17, 2008, by and between the Company and Barclays Capital, (iii) all fees and expenses paid or payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation (“WSGR”) under that certain engagement letter, dated April 7, 2009, by and between the Company and WSGR, (iv) all amounts paid or payable to Company employees in respect of any and all change in control bonus, severance or other similar obligations arising under Contracts between the Company and any such employees set forth in the Company Disclosure Letter, (v) all amounts paid or payable by the Company in respect of any D&O Insurance six-year “tail” prepaid policy that the Company is permitted to purchase pursuant to Section 6.11(c), and (vi) all fees and expenses paid or payable by the Company in respect of any and all regulatory filings in connection with this Agreement and the consummation of the transactions contemplated hereby.
Minimum Closing Cash means, as of the 11:59 P.M. on the Business Day prior to the Closing Date, an amount of Cash and Cash Equivalents equal to (a) twenty percent (20%) of the net deferred revenue liability of the Company, the Company Subsidiaries and the Related Entities (calculated in accordance with Schedule B using the same (and not inconsistent) GAAP methodologies, practices, assumptions, policies, principles and procedures (with consistent classifications, judgments and calculations of reserves, valuations and estimation methodologies) as used in the Company's December 31, 2010 audited consolidated Financial Statements), representing gross deferred revenue less gross outstanding client accounts receivable, excluding accounts receivable balances that are in excess of the corresponding deferred revenue plus (b) $1,300,000 (in consideration for certain items related to gift card liabilities and deposits reflected in the Company's cash balances) plus (c) the amount of known net Tax liabilities of the Company and the Company Subsidiaries for Pre-Closing Taxable Periods net of any Taxes accrued for in the calculation of Closing Date Working Capital, each to be set forth as a specific line item in the calculation of Minimum Closing Cash ("Known Pre-Closing Taxes"), plus (d) $461,067 representing the Company's Code Section 481 Tax liability for Post-Closing Periods.
Minimum Closing Cash means an amount equal to $0.00.
Minimum Closing Cash means $42,000,000 minus all costs and expenses of every kind and nature incurred or arising in connection with this transaction or the transactions contemplated by the Prior Merger Agreement, and without duplication of the foregoing, minus (A) (i) all fees and expenses paid or payable to Raymond James & Associates for its services rendered to the Company pursuant to the engagement letter between such parties, (ii) all fees and expenses paid or payable to the Company’s outside counsel, accountants and other third parties in connection with the transactions contemplated by this Agreement or the Prior Merger Agreement, (iii) all amounts paid or payable to Company employees in respect of stock options in connection with the transactions contemplated hereby, and all amounts paid or payable to Company employees in respect of any and all change in control or transaction bonus, severance or other similar obligations arising under Contracts between the Company and any such employees set forth in the Company Disclosure Letter, (iv) all amounts paid or payable by the Company in respect of any D&O Insurance that the Company is permitted to purchase pursuant to Section 5.9(b), (v) amounts payable to financial printers in connection with the preparation, printing and mailing of the Proxy Statement and holding the Company Stockholders Meeting (whether under the Prior Merger Agreement or this Agreement), (vi) all fees and expenses paid or payable by the Company in respect of any and all regulatory filings and in connection with the release of any and all liens in connection with this Agreement or the Prior Agreement and the consummation of the transactions contemplated hereby or thereby, (vii) all costs and expenses of seeking to obtain lien releases pursuant to Section 5.14, (viii) any Company Termination Fee (as defined in the Prior Merger Agreement) paid pursuant to the Prior Merger Agreement net of the Initial Funding Amount, and (ix) termination and severance amounts paid to employees terminated as provided for in the Company Disclosure Letter, plus (B) (i) the net cash proceeds to the Company from the exercise of any Company Common Stock Option occurring between the date hereof and the Acceptance Date and (ii) the cash contributed by participants pursuant to the ESPP (net of any portion of such amounts refunded to such participants).