Net Closing Cash means an amount equal to the difference between (i) the aggregate amount of unrestricted cash that will be held by Foresight and the Surviving Company immediately following the Closing and assuming for the purposes of the foregoing calculation that all Company Closing Cash Consideration has been paid simultaneously with the Closing (but expressly excluding all cash held by the Company, the Company Subsidiaries and the Affiliated Providers (determined on a consolidated basis) as of immediately prior to the Closing) minus (ii) the aggregate amount of all Expenses incurred by Foresight, the Company, the Company Subsidiaries and the Affiliated Providers in connection with the Transaction that remain unpaid as of immediately following the Closing.
Net Closing Cash is defined as an amount of cash, as determined immediately prior to the Closing of the transactions contemplated by the Business Combination Agreement, calculated as follows: Cash in Trust in MEOA’s Trust Account (the “Trust Account”), gross of redemptions, plus (x) the amount of any third party investments that are made into MEOA at or about the time of the Closing of the transactions contemplated by the Business Combination Agreement, (y) any cash that is in the operating account of MEOA, and (z) fifty percent (50%) of the net proceeds received as a result of the issuance by the Company of its securities in connection with the Closing of the transactions contemplated by the Business Combination Agreement, if any, and minus (1) the aggregate amount of all redemptions from the Trust Account, (2) repayment to the Sponsor of any loans that have been made by the Sponsor (or its affiliates) to MEOA, (3) the payment of expenses that are payable by MEOA, and (4) fifty percent (50%) of the cash portion of the fee payable for the fairness opinion delivered to the Board of Directors of MEOA in connection with the transactions contemplated by the Business Combination Agreement. For the avoidance of doubt: (A) amounts paid in stock will not be included in Net Closing Cash; (B) cash on the balance sheet of the Company will not be included in Net Closing Cash; (C) Net Closing Cash will not include cash transaction expenses of the Company; and (D) the loan(s) from the Sponsor include extension fees and working capital loan(s).
Net Closing Cash means (i) the Closing Cash; minus (ii) the sum of (1) all Debt of A2iA and its Subsidiaries (other than the Convertible Bonds) as of March 31, 2018; plus (2) all interest accrued on such Debt between March 31, 2018 and the Closing Date; minus (iii) the Convertible Bonds Consideration; minus (iii) the Class A Dividend.
Examples of Net Closing Cash in a sentence
The Purchase Price shall be subject to adjustment at the Closing, and the Net Closing Cash Consideration shall be subject to adjustment following the Closing, in each case, in accordance with this Section 2.05 and Section 2.06.
Purchaser further acknowledges and agrees that that the calculation of Final Net Closing Cash Consideration shall be made in accordance with this Section 2.05 and Section 2.06, and shall not take into account any breach of Seller's representations, warranties or covenants hereunder which, for the avoidance of doubt, shall be addressed as claims for indemnification under Article X.
More Definitions of Net Closing Cash
Net Closing Cash means (a) on the Effective Date, the Debtors' Cash on hand as of the Effective Date (excluding the Cash Purchase Price), less the aggregate amount of all payments (or reserve for payments) for obligations and projected obligations of the Debtors, the Plan Administrator and the Post-Confirmation Estate, including, the Post-Confirmation Estate Expenses, any obligations or projected obligations for Administrative Claims, the estimated costs and expenses incurred to administer and satisfy all obligations of the Post-Confirmation Estate and all other obligations arising under the Plan, incident to the assumption of Assumed Contracts, or performance of the Purchase Agreement (including any termination fee or expense reimbursement obligation to Sun Capital) and (b) thereafter, Cash of the Post-Confirmation Estate, determined from time to time after the Effective Date, which was previously reserved under the foregoing clause (a) for the actual or anticipated obligations specified therein, if, as and when the reservation of such Cash is no longer necessary due to disallowance, in whole or in part, reduction of the actual or anticipated underlying obligations or assumption by Reorganized WebLink Wireless, with the consent of the Debtors or the Plan Administrator, of such actual or anticipated underlying obligations, and in each case, as such reserves are determined from time to time by the Debtors or the Plan Administrator, subject at any time to review by the Bankruptcy Court.
Net Closing Cash means (a) the Available Closing Cash minus (b) the Unpaid Expenses.
Net Closing Cash means (a) the amount of Cash of Seller as of the Closing, plus (b) the aggregate amount of Closing Accounts Receivable, minus (c) the sum of (i) the aggregate amount of 2009 MA Commission Payments received by Seller prior to the Closing, and (ii) the aggregate dollar amount of Liabilities and obligations of Seller set forth in Section 1AL of the Disclosure Schedule. For greater clarity, the aggregate amount of the Employee Payments shall not be considered Cash of Seller as of the Closing for purposes of Section 2.3, the Net Closing Cash Certificate, the Buyer Net Closing Cash Statement or the calculation of Net Closing Cash.
Net Closing Cash means (a) the sum of all cash that is available without restriction for use by the Surviving Entity immediately following the Second Effective Time, and for the avoidance of doubt after deducting the amount required to satisfy the Plum Shareholder Redemption, minus (b) the sum of (i) any then unpaid Plum Transaction Expenses (which for the purposes of this definition shall include any then-unpaid obligations under any Contracts to which Plum is a party), (ii) any Indebtedness of Plum and (iii) any Liabilities pursuant to any Bridge Financing, or other Indebtedness of the Company incurred after the date of this Agreement that is required to be repaid at, or within six months after, the First Effective Time, plus (c) to the extent paid prior to the First Effective Time, or accrued but unpaid and included in clause (b), the reasonable fees and expenses of Plum’s outside counsel, and the costs of any settlement effected in compliance with Section 9.08, in each case, with respect to any Transaction Litigation.
Net Closing Cash means (i) the Closing Cash; minus (ii) the sum of (1) all Debt of A2iA and its Subsidiaries (other than the Convertible Bonds) as of March 31, 2018; plus (2) all interest accrued on such Debt between March 31, 2018 and the Closing Date; minus (iii) the Convertible Bonds Consideration; minus (iii) the Class A Dividend. “OB Employment Agreement” shall mean that certain amendment to the employment agreement of Xxxxxxx Xxxxx, to be effective as of and subject to the Closing, by and between A2iA SAS and Xxxxxxx Xxxxx, the terms of which Buyer hereby expressly approves. “OB Mandate Agreement” shall mean that certain mandate agreement pertaining to Xxxxxxx Xxxxx in his capacity as Directeur Général of A2iA SAS, to be effective as of and subject to the Closing, by and between A2iA SAS and Xxxxxxx Xxxxx, the terms of which Buyer hereby expressly approves. “Open Source License” shall mean any license or distribution model or agreement for any Open Source Technology. “Open Source Technology” shall mean any Intellectual Property owned by, used by or licensed to A2iA or any of its Subsidiaries that: (i) is distributed as or that contains, or is derived in any manner (in whole or in part) from, any Intellectual Property that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models; or (ii) requires as a condition of use, modification and/or distribution of such Intellectual Property that other Intellectual Property distributed with such Intellectual Property owned or licensed by A2iA (a) be disclosed or
Net Closing Cash means an amount equal to (a) the Closing Cash, less (b) the Closing Date Indebtedness (if any), less (c) the amount (if any) of unpaid Transaction Expenses as of the Effective Time, less (d) the aggregate amount of accrued expenses and accounts payable (in each case determined in accordance with GAAP) of the Company as of immediately prior to the Effective Time, less (e) [*]; provided, however, that the Net Closing Cash shall not be reduced for
Net Closing Cash means an amount equal to (a) the Closing Cash, less (b) the Closing Date Indebtedness (if any), less (c) the amount (if any) of unpaid Transaction Expenses as of the Effective Time, less (d) the aggregate amount of accrued expenses and accounts payable (in each case determined in accordance with GAAP) of the Company as of immediately prior to the Effective Time, less (e) [*]; provided, however, that the Net Closing Cash shall not be reduced for any accrued expenses and accounts payable that are (x) paid by checks deducted from Cash pursuant to clause (i) of the definition of the term “Cash”, (y) payment obligations of the Company or the Surviving Corporation pursuant to this Agreement, the Carve Out Plan or any Ancillary Agreement or (z) [*].