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Net Debt Excess definition

Net Debt Excess means the amount (if any) by which the Actual Net Debt Amount is greater than the Estimated Net Debt Amount (expressed as a negative number);
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Net Debt Excess the amount (if any) by which the Actual Net Debt Amount exceeds (or is less negative than) the Estimated Net Debt Amount;
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Net Debt Excess means the amount (if any) by which the Actual Net Debt Amount exceeds the Estimated Net Debt Amount;
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Examples of Net Debt Excess in a sentence

  • As described above, the determination of Net Debt Surplus Amount or Net Debt Excess Amount is based on a comparison of (i) Closing Date Net Debt and (ii) Target Net Debt for the Plan Debtors.

  • Similarly, in order to place GGO and the Company in the same economic position as they would have been had the actual amount of such settlement and/or allowance been used for purposes of calculating the Indemnity Cap, the Indemnity Cap shall be re-calculated and adjusted to reflect determination of the Net Debt Surplus Amount or Net Debt Excess Amount using the Adjusted CDND.

  • If there is an Net Debt Excess, Seller shall pay Buyer in cash an amount equal to forty percent (40%) of such excess.

  • Provided, however, that in either event, such adjustment shall only be made to the extent such Net Debt Excess Amount or Net Debt Shortfall Amount is greater than or less than $1,000,000, as applicable.

  • Notwithstanding the foregoing, no adjustment shall be made to the Share Number pursuant to this Section 1.5(b)(i)(B) unless the Net Debt Excess Amount or Net Debt Shortfall Amount is greater than $1,000,000.


More Definitions of Net Debt Excess

Net Debt Excess has the meaning set forth in SECTION 2.6(D)(I).
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Net Debt Excess. Section 1.7(f)
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Net Debt Excess means the amount by which the Estimated Net Debt Amount exceeds $45,000,000. As an example, if the Estimated Net Debt Amount is $46,000,000, the Net Debt Excess will be $1,000,000, the Stockholders Shares Decrease Amount will be $1,000,000 divided by $7.85, or 127,389 shares (and an aggregate of 11,822,611 Stockholders Shares will be issued under Section 1.6). Notwithstanding anything herein to the contrary, the Stockholder Shares Decrease Amount shall not exceed the number of Escrow Shares. (g) As soon as practicable after the Closing, but not later than sixty (60) days after the Closing, the Representative (as defined in Section 1.12(b)) shall use its commercially reasonable best efforts to deliver to the Committee a statement (the “Closing Net Debt Statement”) showing, in reasonable detail, the calculation of PRWT’s Net Debt as of the Closing (the “Closing Net Debt Amount”). The Committee and PRWT shall cooperate with the Representative in connection with the preparation of the Closing Net Debt Statement. If the Representative does not receive written notice from the Committee disputing the Closing Net Debt Statement within the fifteen (15) day period mentioned in Section 1.7(k) below, then the Closing Net Debt Statement shall become final and binding on the parties. The costs and expenses of the preparation of the Closing Net Debt Statement shall be borne by the Surviving Pubco. (h) If the Closing Net Debt Amount (as finally determined, pursuant to Section 1.7(g) or (k), as applicable) is less than the Estimated Net Debt Amount, the Surviving Pubco shall issue to the Stockholders, within ten (10) days after the final determination of the Closing Net Debt Amount, shares of PRWT Common Stock equal to (x) the amount by which the Closing Net Debt Amount is less than the Estimated Net Debt Amount divided by (y) $7.
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Net Debt Excess means the amount (if any) by which the Actual Net Debt Amount exceeds the Estimated Net Debt Amount;“Net Debt Shortfall”means the amount (if any) by which the Actual Net Debt Amount is less than the Estimated Net Debt Amount;“Offer”has the meaning given in clause 4.1 and means the offer to be made by Qorvo to acquire the Shares and the Contingent Securities from the Selling Shareholder pursuant to this Deed;“Offer Confirmation Notice”has the meaning given in clause 4.1(f);“Offer Document”means the document to be delivered to all Selling Shareholders in connection with the Offer, in substantially the form set out in Schedule 4, with such revisions and additions as may be deemed appropriate or required under any applicable securities laws and regulations or any other Applicable Laws;“Offer Period”has the meaning given in clause 4.1(h);“Option”has the meaning given in clause 4.1;“Option Notice”has the meaning given in clause 4.1(c);“Option Period”has the meaning given in clause 4.1(a) and includes the Initial Option Period and any Extended Option Period;“Ordinary Shares”has the meaning given in the Articles of Association;“Other Shareholder(s)”means those persons listed in Part B of Schedule 2 and any other person who holds Shares in the Company from time to time, excluding the Major Investors, the Committed Shareholders and the Executive Optionholders; and Part B of Schedule 2 (Schedule of Shareholders) shall be updated as necessary to add any such additional Other Shareholders;“Overpayment Amount”has the meaning given in clause 7.3(c);“Parent”means Qorvo, Inc., a Delaware corporation;“Parent Stock Completion Value”means the volume weighted average of the daily closing prices per share of the common stock of Parent on NASDAQ (or other primary market or exchange on which such stock is then trading) for the five (5) consecutive trading days ending on and including the trading day immediately preceding the date of Completion, as reported (by Bloomberg Financial Markets) in composite transactions for NASDAQ (or such other market or exchange);“Payments Administrator” means Acquiom Clearinghouse LLC, a Delaware limited liability company, which will be engaged to process certain payments hereunder pursuant to the Payments Agreement in connection with the Completion;
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Related to Net Debt Excess

  • Net Debt Proceeds means, with respect to any incurrence of Indebtedness for borrowed money, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by the respective Person from the respective incurrence of such Indebtedness for borrowed money.

  • Net Debt is calculated by adding short-term and long-term debt and subtracting cash and liquid assets.

  • Net Monthly Excess Cash Flow For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Net Monthly Excess Cashflow With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.

  • Monthly Excess Cashflow For any Distribution Date, an amount equal to the sum of the Monthly Excess Interest and Overcollateralization Release Amount, if any, for such date.

  • Default Excess means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

  • Consolidated Excess Cash Flow means, for any period for the Company and its Restricted Subsidiaries on a consolidated basis, an amount (if positive) equal to Consolidated Net Income for such period plus (a) the following without duplication: (i) an amount equal to any net decrease in Consolidated Working Capital from the first day to the last day of such period, (ii) to the extent not included in Consolidated Net Income, any cash gains and income (actually received in cash) during such period and (iii) the amount of all non-cash losses, charges and expenses deducted in calculating Consolidated Net Income including for depreciation and amortization for such period, minus (b) the following without duplication: (i) Consolidated Interest Charges actually paid in cash for such period, (ii) cash taxes paid by the Company and its Restricted Subsidiaries during such period, (iii) all scheduled payments of principal on Consolidated Funded Indebtedness (including, without limitation, the Term Loans) actually paid in such period, (iv) an amount equal to any net increase in Consolidated Working Capital from the first day to the last day of such period, (v) the amount of (A) any non-cash gains and income included in calculating Consolidated Net Income for such period and (B) all cash expenses, charges and losses excluded in arriving at such Consolidated Net Income, in each case, to the extent not financed with the proceeds of long-term, non-revolving Indebtedness, (vi) any required up-front cash payments in respect of Swap Contracts to the extent not financed with the proceeds of long-term, non-revolving Indebtedness and not deducted in arriving at such Consolidated Net Income, (vii) any cash payments actually made during such period that represent a non-cash charge from a previous period and deducted in calculating Consolidated Excess Cash Flow in a previous period, (viii) the aggregate amount of expenditures actually made by the Company or any of its Restricted Subsidiaries in cash during such period for the payment of financing fees, rent and pension and other retirement benefits to the extent that such expenditures are not from such period, (ix) capital expenditures actually paid in cash by the Company or any Restricted Subsidiary, (x) the aggregate amount actually paid in cash by the Company and its Restricted Subsidiaries on account of Permitted Investments, (xi) to the extent not deducted in the calculation of Consolidated Net Income for such period, the amount of Restricted Payments pursuant to Section 7.06(d) and (e) (or otherwise consented to by the Required Lenders) made in cash and (xii) without duplication, the aggregate amount of cash payments made in respect of finance leases for such period; provided that in the case of each of the preceding clauses (b)(viii) through (b)(xi), such amount shall be deducted only to the extent any such amount is (I) paid (1) during such period (other than any such amount paid during such period but prior to the Consolidated Excess Cash Flow Prepayment Date for the immediately preceding period and previously deducted from Consolidated Excess Cash Flow for the immediately preceding period) or (2) following the end of such period but prior to the Consolidated Excess Cash Flow Prepayment Date for such period and, upon the election of the Company by written notice delivered to the Administrative Agent prior to the Consolidated Excess Cash Flow Prepayment Date for such period, deducted from Consolidated Excess Cash Flow for such period and (II) not financed with long-term, non-revolving Indebtedness.

  • Cumulative Excess Cash Flow means the amount equal to the sum of Excess Cash Flow (but not less than zero for any Fiscal Year) for the Fiscal Year ending on December 31, 2022 and Excess Cash Flow (but not less than zero in any Fiscal Year) for each succeeding and completed Fiscal Year.

  • Consolidated Amortization Expense for any period means the amortization expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Prepayment Interest Excess Amount With respect to any Principal Prepayment in full which is applied to the related Mortgage Loan from the first day of the month of any Remittance Date through the sixteenth day of the month of such Remittance Date, all amounts paid in respect of interest on such Principal Prepayment in full. A Prepayment Interest Excess Amount cannot result from a Principal Prepayment in part, but only from a Principal Prepayment in full.

  • 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.

  • Consolidated Scheduled Funded Debt Payments means, as of any date for the applicable period ending on such date with respect to the Borrower Parties on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness made during such period (including the implied principal component of payments made on Capitalized Leases during such period) as determined in accordance with GAAP.

  • Cumulative Retained Excess Cash Flow Amount means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.

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

  • Allocable Excess Proceeds will mean the product of:

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.

  • Net Cash Flow means the gross cash proceeds to the Company from all sources, less the portion thereof used to pay or establish reserves for Company expenses, debt payments (including payments on Member Loans), capital improvements, replacements and contingencies, all as determined by the Member.

  • Retained Excess Cash Flow means, at any date of determination, an amount, equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for the Excess Cash Flow Periods ended on or prior to such date.

  • Operating Cash Flow means the Company’s or a business unit’s sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles.

  • Net Indebtedness means, at any particular time, Total Indebtedness at such time less an amount equal to all Unrestricted Cash at such time.

  • 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.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Consolidated Cash Interest Expense means, for any period, Consolidated Interest Expense for such period excluding, however, any interest expense not payable in Cash (including amortization of discount and amortization of debt issuance costs).

Most Referenced Clauses

Most Referenced Definitions