Net Cash at Closing definition

Net Cash at Closing mean the difference between (1) the sum of the Company's cash and cash equivalents and accounts receivable, net of customary reserves for doubtful accounts, and (2) the sum of the Company's (i) trade accounts payable, (ii) accrued liabilities with respect to attorneys' fees, investment banker fees, accountants' fees, consulting fees, rent, return of the Company's New York sublease deposit, employee compensation (including wages, bonuses, commissions, severance and accrued vacation), settlement of the Company's lease obligations, purchase of directors' and officers' insurance (including "tail" insurance to be in effect for not more than three (3) years after the Closing) and taxes and (iii) other liabilities that are accrued or required to be accrued associated with the business operations of the Company excluding warranty accruals, deferred revenues and other reasonable accruals that do not represent an obligation to make cash payments; provided, however, that "Net Cash" shall not be less than zero and shall be calculated as of the earlier to occur of March 31, 2003 and the close of business five (5) business days prior to the Closing, and that "Net Cash at Closing" shall be calculated at the close of business five (5) business days prior to the Closing; and provided, further, that in each case the Company shall accrue all liabilities for investment banking fees, attorneys' fees, accountants' fees and for the purchase of directors' and officers' insurance and other expenses associated with the Closing of the transaction contemplated by this Agreement that the Company reasonably expects to accrue between said calculation date and the Closing. An illustration of the manner of calculation of Net Cash is included in Section 9.3(o) of the Company Letter.
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Net Cash at Closing means an amount equal to the sum of: (i) the Cash and Cash Equivalents of the Company and its Subsidiaries as of the close of business on the Closing Date, plus (ii) all amounts due under the Stockholder Notes Receivables as of immediately prior to the Effective Time, minus (iii) Indebtedness of the Company and its Subsidiaries as of immediately prior to the Effective Time, minus (iv) Transaction Costs.
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Net Cash at Closing has the meaning set forth on Schedule 3.1.
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Examples of Net Cash at Closing in a sentence

  • The Initial Closing Shares delivered at the Closing pursuant to Section 2.1(a) shall be adjusted to an amount calculated by multiplying the Initial Closing Shares by a fraction, the numerator of which is the Net Cash at Closing as determined by Section 2.10 above and the denominator of which is the Target Net Cash (the “Adjusted Initial Closing Shares”.

  • The Company's Net Cash at Closing shall be at least Two Million Five Hundred Thousand Dollars ($2,500,000).

  • If the Estimated Net Cash at Closing is less than the Target Net Cash, the Base Purchase Price shall be reduced, on a dollar-for-dollar basis, by an amount equal to the amount by which the Target Net Cash exceeds the Estimated Net Cash at Closing.

  • The costs and expense of the Company in the preparation and production of such financial statements shall not constitute “Company Expenses” hereunder for purposes of determining the Company Net Cash at Closing.

  • Enterprise Value assumes Net Cash at Closing in an amount not less than Minimum Net Cash.

  • Notwithstanding the foregoing, in the event that Parent and the Company reach a point in negotiation at which the difference in their respective determinations of Net Cash for purposes of this Section 2.11 is equal to or less than $100,000, Parent and the Company shall agree to split the difference of such amount and set the Net Cash at Closing at the mid-point between their respective determinations of Net Cash.

  • All legal, accounting, investment banking, brokers or finders, and other costs and fees incurred by Tempus or the Shareholders in connection with the transactions contemplated by this Agreement shall be borne and paid for solely by the Shareholders; provided, that Tempus may pay such costs and fees prior to Closing as long as the Net Cash at Closing is not less than $500,000 and Net Working Capital is not less than $2,309,000.

  • The Exchange Ratio is subject to change based upon (i) the WPCS Net Cash at Closing and (ii) the implementation of a reverse stock split and (iii) if the shares issued to Alpha in its capacity as an advisor to DropCar is less than 6,442,163.

  • Notwithstanding the foregoing, in the event that Parent and the Company reach a point in negotiation at which the difference in their respective determinations of Net Cash for purposes of this Section 2.11 is equal to or less than $100,000, 5 Parent and the Company shall agree to split the difference of such amount and set the Net Cash at Closing at the mid-point between their respective determinations of Net Cash.

  • NitroMed shall have Net Cash at Closing, determined in accordance with Section 1.7, of at least $34,500,000.


More Definitions of Net Cash at Closing

Net Cash at Closing means unrestricted cash held in accounts of, and controlled by, the Company, minus indebtedness to third parties for borrowed money, adjusted (as provided in this Section 1.6(c)(ii)). In calculating the Net Cash at Closing, (A) reasonable out-of-pocket Transaction Costs paid by the Company at the Closing which were incurred in connection with this Agreement and the transactions contemplated hereby shall be treated as unrestricted cash held and controlled by the Company; (B) Trade Payables that by their terms are more than fifteen (15) days past due shall be treated as having been paid by the Company and shall be deducted from (and shall not be counted as) unrestricted cash and (C) Trade Payables that are due on the Closing Date or between one (1) and fifteen (15) days (inclusive) past due shall be treated as having been paid by the Company and shall be deducted from net cash (and shall not be counted as unrestricted cash) to the extent the total amount of such payables exceeds one hundred fifty thousand dollars ($150,000). For the avoidance of doubt, the first one hundred fifty thousand dollars ($150,000) of Trade Payables that are due on the Closing Date or between one (1) and fifteen (15) days (inclusive) past due shall be treated
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Net Cash at Closing has the meaning set forth in Section 1.6(c)(iii).
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Related to Net Cash at Closing

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

  • Net Cash means, without duplication and in any event as of the Net Cash Determination Time and, as applicable, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Check-Cap’s audited financial statements and unaudited interim balance sheet, the sum of (i) Check-Cap’s unrestricted cash and cash equivalents (excluding marketable securities, other than marketable securities acquired in accordance with Keystone’s written consent, which shall not be unreasonably withheld, but including, for the avoidance of doubt, unrestricted cash deposits and interest accrued thereon), plus (ii) restricted cash items set forth in Section 1.1 of the Check-Cap Disclosure Schedule minus (iii) current and long-term liabilities payable in cash (excluding non-cash liabilities) accrued at Closing pursuant to GAAP, minus (iv) all of Check-Cap’s unpaid Transaction Costs, minus (iv) the cost of redemption of all Check-Cap Warrants (including for the avoidance of doubt, the Check-Cap Registered Direct Warrants and Check-Cap Placement Agent Warrants) that have redemption rights according to their terms, and are outstanding as of immediately prior to the Israeli Merger Effective Time (assuming the full redemption thereof), plus (v) all prepaid Check-Cap expenses listed on Section 1.1 of the Check-Cap Disclosure Schedule, plus (vi) the amount of any expenses paid or liabilities incurred by Check-Cap during the Interim Period that the insurer under Check-Cap’s D&O insurance policy listed on Section 1.1 of the Check-Cap Disclosure Schedule has unconditionally and irrevocably agreed in writing to pay and are in excess of the deductible under such policy, plus (vii) the amount of any Check-Cap Legacy Transaction Eligible Proceeds (disregarding, for purposes of this definition, the proviso in the definition of “Check-Cap Legacy Transaction Eligible Proceeds”) to be received by Check-Cap for any Check-Cap Legacy Transaction at or prior to the Closing Date, or to which Check-Cap is contractually entitled as of the Closing Date to receive within ninety (90) days following the Closing Date (subject to no conditions other than the passage of time).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • 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.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Working Capital Escrow Amount means $2,000,000.

  • Cash on Hand means, as of the Closing, all xxxxx cash, vault cash, teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch.

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

  • Estimated Cash has the meaning set forth in Section 2.4(a).

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

  • Petty Cash means a relatively small amount of cash kept at hand for making immediate payment for miscellaneous small expenses incurred the municipality.

  • Adjusted Operating Cash Flow means the net cash provided by operating activities of the Company as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K, adjusted to eliminate the effect on operating cash flows of net customer financing cash flows, as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • 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.

  • Adjusted Operating Income for each year in the Performance Period is defined as the Company’s net income from continuing operations as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis), adjusted as set forth in the immediately following sentence. In calculating Adjusted Operating Income, net income from continuing operations shall be adjusted as follows: first (A) remove the after-tax effects of the following items: (i) losses (net of reinsurance) from catastrophes (as designated by the Insurance Service Office’s Property Claims Service Group, the Lloyd’s Claim Office, Swiss Reinsurance Company’s sigma report, or a comparable report or organization generally recognized by the insurance industry, and reported by the Company as a catastrophe); asbestos and environmental reserve charges (or releases); net realized investment gains or losses in the fixed maturities and real estate portfolios; and (ii) extraordinary items, the cumulative effect of accounting changes and federal income tax rate changes, and restructuring charges, each as defined by generally accepted accounting principles in the United States, and each as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis); (B) reduced, as to the first year in the Performance Period (20XX), by $XXXXXX, as to the second year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium, and as to the third year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium; and (C) reduced by an amount intended, as of the date of this award, to approximate historical levels of credit losses (on an after-tax basis) associated with the Company’s fixed income investments, determined by (i) multiplying a fixed factor, expressed as 2.25 basis points, by the amortized cost of the Company’s fixed maturity investment portfolio at the beginning of each quarter during the relevant year in the Performance Period and (ii) adding the after-tax sum of the amounts resulting from (i) for such year in the Performance Period.

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Trapped Cash means any cash, checks, rental deposits and bank credit balances that are subject to any restrictions or local exchange control, Tax or other requirements, such that the full amount of such deposits cannot be accessed within ninety (90) days; provided that any amounts that are subject to short term investments or time deposits with maturities less than 363 days as of any relevant time of determination shall not be deemed “Trapped Cash” unless after such maturity, they would be subject to any of the aforesaid restrictions.

  • Minimum Cash Balance means a cash balance to be held by the Debtors on the Effective Date in an amount equal to $75 million plus any amounts received on account of GCI (as defined in the Uniti Term Sheet) reimbursements and Cash Payments (as defined in the Uniti Term Sheet) received by the Debtors on or before the Effective Date.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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