Net Closing Cash definition

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.

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.

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.

• For the avoidance of doubt, if and to the extent any portion of the Closing Payment to be made to any Former Equity Owner is withheld as contemplated by Section 2.7, unless otherwise determined by Parent, that withholding will be deducted from the Net Closing Cash and any amount so withheld will be treated as having been paid to the Former Equity Owner for all purposes of this 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).

• As of the Closing, Parent shall, or shall cause Purchaser to, have sufficient liquid cash resources to pay the Aggregate Net Closing Cash Allocation Amount to the Selling Shareholders pursuant to this Agreement and to deliver the Escrow Amount to the Escrow Agent pursuant to this Agreement and the Escrow Agreement.

• 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 (i) the Closing Cash; minus

Net Closing Cash means the Company’s net closing cash position as of the Effective Time calculated in accordance with the categories and methodologies set forth on Schedule 1 attached hereto.

Net Closing Cash means the result of (i) the Corporation’s cash on hand as of the Closing Date, plus (ii) an estimate of the deferred or unearned revenue obligations of the Corporation reasonably anticipated to be collected within 90 days of the Closing Date which has been determined by the Purchaser and the Active Shareholders to be $35,000, minus (iii) identified ordinary course trade payables as of the Closing Date, minus (iv) other identifiable liabilities of the Corporation as of the Closing Date;

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) [*].

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 the Company’s cash, cash equivalents and short-term investments minus interest-bearing Indebtedness and Transaction Expenses, in each case as determined in accordance with GAAP calculated immediately before, and without giving effect to, the Closing (provided, that any such Indebtedness or Transaction Expenses which will be paid by reduction of the Closing Cash Payment shall not be deducted from Net Closing Cash).

Net Closing Cash means, as of the Adjustment Time, the consolidated cash of the Company and its Subsidiaries, net of (i) checks issued by the Company or any Subsidiary which have not yet been cashed or otherwise debited to the Company’s or such Subsidiary’s bank accounts, (ii) electronic payments by the Company or any Subsidiary that are in process but not yet drawn from its bank accounts, in each case as determined in accordance with GAAP, (iii) cash held as deposits for the account of Third Parties, and (iv) the $25,000 of cash deposited with the Stockholders’ Representative for funding of the Expense Fund.