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

  • Assumes that 8,004,296 of GPAC’s outstanding public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the Minimum Closing Cash Condition based on a per share redemption price of $10.15 per share) are redeemed in connection with the Business Combination.

  • 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.

  • 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.

  • You disclose on page 157 that, in the event that it becomes reasonably apparent to the parties that the Minimum Closing Cash Condition will not be satisfied, AMCI agrees to use commercially reasonable efforts to enter into non-redemption agreements or similar agreements as may be necessary to satisfy this Condition.

  • By signing this agreement you are entering into a contract for a minimum period of 12 months and you have read and agree to be bound by the Terms and Conditions and Acceptable Use Policy as published on the Celtic Broadband Ltd.


More Definitions of Minimum Closing Cash

Minimum Closing Cash means $19,300,000.
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 $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).
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 an amount equal to $0.00.
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Related to Minimum Closing Cash

  • 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 means the aggregate amount of Cash of the Company as of the Effective Time.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • 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 2.02.

  • 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 2.5(d).

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

  • Target Net Working Capital Amount means $0.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

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

  • Working Capital Escrow Amount means $500,000.

  • Net Cash means (a) the sum of Tigris’ and its Subsidiaries’ cash and cash equivalents, marketable securities, accounts and interest receivable and deposits (to the extent refundable to Tigris), in each case as of the close of business on the last Business Day prior to the date of determination, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Tigris’ and its Subsidiaries’ accounts payable and accrued expenses (other than accrued expenses listed below), in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (c) the cash cost of any change of control payments or severance payments that are or become due to any employee of Tigris or its Subsidiaries minus (d) the cash cost of any accrued and unpaid retention payments due to any employee of Tigris or its Subsidiaries as of the Closing Date, minus (e) any remaining fees and expenses (including, but not limited to, any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which Tigris or any of its Subsidiaries is liable incurred by Tigris or any of its Subsidiaries in connection with this Agreement and the Contemplated Transactions or otherwise minus (f) the fees and expenses of the Accounting Firm allocated to Tigris pursuant to Section 1.6(e), minus (g) any bona fide current liabilities payable in cash, in each case to the extent not cancelled at or prior to the Determination Date; provided that in no event shall any liabilities or accruals relating to the Legal Proceeding described on Schedule D hereto be taken into account as a reduction in Net Cash, minus (h) any unpaid amounts payable by Tigris in satisfaction of its obligations under Section 5.7(c) for the period after the Closing, plus (i) the amount of any outstanding principal and accrued interest under the Tigris Note as of the Anticipated Closing Date in excess of $3,508,750, plus (j) any amounts due to be reimbursed to Tigris by Potomac pursuant to Section 9.3(a).

  • Closing Indebtedness Amount has the meaning set forth in Section 1.4.

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • 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 has the meaning set forth in Section 2.6(a).

  • Earnout Amount has the meaning set forth in Section 2.5.1b).