Minimum Closing Cash definition

Minimum Closing Cash has the meaning set forth in Section 2.2(a).
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Minimum Closing Cash means an amount of Closing Cash equal to the Senior Executive Bonus Amount payable at the Closing.
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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 Xxxxxxx Xxxxx & 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).
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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.

  • 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.

  • We are grateful for the assistance of Kathleen Sullivan, Jennifer Rose, Laura Martinez, Joyce Noche, Manar Waheed, Nirupa Narayan, Allyson Mangalonzo, Emily Kite, and Alisha Lilly Sieminski.

  • This is computed data, obtained by adding the combined effect of moisture and wind over human perception of heat and cold.

  • 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.

  • A-46 Section 5.25 SmarterKids Minimum Closing Cash........................

  • The Independent Accountant shall not review or take into account any information that is not submitted in writing on a timely basis in accordance with the deadlines in this Section 2.7 and shall only make a determination as to the Contested Adjustments (and only within the ranges submitted by the parties) and not any other items on the Closing Date Balance Sheet or affecting the Final Closing Date Working Capital, Final Closing Cash or Final Minimum Closing Cash.

  • If the sum of (x) the Final Closing Date Working Capital plus (y) the Final Closing Cash less (z) the Final Minimum Closing Cash is greater than the sum of (x) the Estimated Closing Date Working Capital plus (y) the Estimated Closing Cash less (z) the Estimated Minimum Closing Cash, on the Settlement Date Parent shall pay to the Stockholders' Representative (for the benefit of all Equityholders) the amount of such excess, taking into account any Interim Payment.

  • The Stockholders' Representative shall have until 5:00 P.M. Eastern time on the sixtieth (60th) day after Parent delivers to the Stockholders' Representative the Closing Date Balance Sheet, the Final Closing Date Working Capital calculation, the Final Closing Cash calculation and Final Minimum Closing Cash calculation to review the Closing Date Balance Sheet, Final Closing Date Working Capital, Final Closing Cash and Final Minimum Closing Cash and propose any adjustments thereto.


More Definitions of Minimum Closing Cash

Minimum Closing Cash means $19,300,000.
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Minimum Closing Cash means an amount equal to $0.00.
Sample 1
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 Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 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.
Sample 1
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.
Sample 1
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).
Sample 1
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 Xxxxxxx Xxxxx & 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).
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Related to Minimum Closing Cash

  • Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).

  • 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.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • 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).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • 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).

  • Final Closing Working Capital has the meaning set forth in Section 2.4(e).

  • Target Working Capital Amount means $162,000,000.

  • Target Net Working Capital Amount means an amount equal to $23,085,000.00.

  • Working Capital Adjustment Amount means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.

  • 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.

  • Working Capital Deficit means the amount by which the Working Capital is less than the Target Working Capital Amount.

  • Working Capital Escrow Amount means $1,000,000.

  • Net Cash means the cash proceeds (net of cash taxes paid and reasonable and customary costs paid to unrelated and unaffiliated third parties in connection with a particular transaction) arising from any Excess Cash Event.

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Earnout Amount has the meaning set forth in Section 2.7(a).