Examples of Parent Cash in a sentence

Any Dispute Notice shall identify in reasonable detail the nature of any proposed revisions to the Parent Cash Calculation.
The fees and expenses of the Accounting Firm shall be allocated between Parent and the Company in the same proportion that the disputed amount of the Parent Cash Amount that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Parent Cash Amount (and for the avoidance of doubt the fees and expenses to be paid by Parent shall reduce the Parent Cash Amount).
As promptly as practicable after the Effective Time, but in any event within three business days thereafter, in consideration for the Parent Cash Deposit, TopCo shall cause the Exchange Agent to deliver to Parent a number of TopCo Common Shares, with each TopCo Common Share having attached to it one CCR, equal to (i) the Share Consideration multiplied by the Cash Component, divided by (ii) the Cash Consideration.
The Borrower shall not permit the Parent Cash Flow Coverage Ratio to be less than 2.0 to 1 for any period of four consecutive fiscal quarters of the Borrower.
The Parent Cash Amount, calculated as of the Anticipated Closing Date, shall not be less than $0.00.

More Definitions of Parent Cash

Parent Cash means Parent’s Cash and Cash Equivalents as of the Anticipated Closing Date, determined in a manner consistent with the manner in which such items were determined in the Parent SEC Documents. Notwithstanding the foregoing, Parent Cash shall be increased by (a) an amount equal to any severance paid prior to the Closing to any Parent employee, as provided for in each employee severance agreement, all of which have been provided to the Company, and which shall not in the aggregate exceed $4.1 million; (b) any amount paid prior to Closing, in whole or part, of the following estimated transaction-related costs: the Stifel fees and expenses, up to $1.3 million; retention expenses, up to $0.4 million; professional fees, up to $0.3 million; Directors and Officers insurance tail, up to $0.6 million; and miscellaneous, $0.3 million and (c) an amount equal to 50% of the aggregate amount of any costs or expenses, including settlement costs and/or reasonable attorney’s fees, incurred in connection with any threatened or actual stockholder litigation arising or resulting from this Agreement or the Contemplated Transactions and that may be brought in connection with or on behalf of any Parent stockholder’s interest in Parent Common Stock (including all amounts paid or payable up to the retention amount of any insurance policy that is or may cover such costs or expenses and amounts not covered by any such insurance policy), to the extent that such costs or expenses have otherwise reduced Parent Cash.

Parent Cash means, as of the date or time of determination: (a) all amounts in the Trust Account following payment of the Parent Redemption Amount; plus (b) the amount of any PIPE Financing (as such amounts are finally delivered to Parent at or prior to the Closing by investors in the PIPE Financing).

Parent Cash. Schedule A, Section 1.2 “Parent Change in Recommendation” Section 7.5(b)

Parent Cash means the difference between (i) the Aggregate Merger Consideration, minus (ii) the sum of (A) the Option Consideration, (B) the Dissenting Share Cash Payment and (C) the Parent Shares Value.

Parent Cash means an amount equal to the sum, as of the close of business on the Business Day immediately prior to the Closing Date, of all cash on hand, cash in bank or other accounts, readily marketable securities, and other cash equivalent liquid assets of any nature of Parent, but excluding the Final Parent Trust Amount and the PIPE Investment Amount.

Parent Cash means, as of the date or time of determination: (a) all amounts in the Trust Account following payment to all holders of Parent Class A Common Stock in connection with any Parent Stockholder Redemptions; plus (b) the amount of funds available to Parent outside of the Trust Account; plus (c) the PIPE Investment Amount and the amount of any Alternative Financing (as such amounts are finally delivered to Parent at or prior to the Closing by the PIPE Investors and, if applicable, Alternative Financing Sources), in each case, as calculated prior to, and without taking account of, payment or reimbursement of any Company Transaction Costs or Parent Transaction Costs or any amounts used to repay Indebtedness of the Company or Parent.

Parent Cash means $10,300,000 less (i) the ----------- Bridge Amount and (ii) the Litigation Amounts; provided, however, that (1) if the Average Closing Price is between $31.50 and $36.00, then Parent Cash shall be increased by that amount of cash calculated using the following formula: 0.20 * ( ($39,700,000 - (1,104,444 * Average Closing Price) ) * 0.75); (2) if the Average Closing Price is equal to or below $31.50, then Parent Cash shall be increased by that amount of cash calculated using the following formula: $750,000.00 + (0.20 * ( ($34,700,000 - (1,104,444 * Average Closing Price) ) * 0.50) ); (3) if the Average Closing Price is between $54.00 and $58.50, then Parent Cash shall be reduced by that amount of cash calculated using the following formula: 0.143 * ( ( (1,104,444 * Average Closing Price) - $59,700,000) * 0.75); and (4) if the Average Closing Price is equal to or above $58.50, then Parent Cash shall be reduced by that that amount of cash calculated using the following formula: $536,250.00 + (0.143 * ( ( (1,104,444 * Average Closing Price) - $64,700,000) * 0.50) ).

Parent Cash definition

Filter & Search

Related Definitions