Parent Cash definition

Parent Cash means, as of the date of determination: (a) all amounts in the Trust Account; plus (b) the Equity Financing Amount.

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Parent Cash means an amount equal to (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing minus (b) the Aggregate Parent Stockholder Redemption Payments Amount; plus (c) the proceeds paid to Parent upon consummation of the PIPE Investment; plus (d) the proceeds paid to Parent upon consummation of the purchase and sale to the Company of the Parent Class B Common Stock pursuant to this Agreement.

Parent Cash. Schedule A, Section 1.2

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.

• 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 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).

• 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.

• At the Effective Time, the Parent shall assume all the obligations of the Company under the Company Stock Plans, each outstanding Parent Stock Option, Parent RSU and Parent Cash Award, and the agreements evidencing the grants thereof, and the number and kind of shares available for issuance under each Company Stock Plan shall be adjusted to reflect shares of Parent Common Stock in accordance with the provisions of the applicable Company Stock Plan.

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 of determination: (a) all amounts in the Trust Account; plus (b) all other Cash and Cash Equivalents of Parent; plus (c) the proceeds actually received by Parent upon consummation of the PIPE Investment.

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

Parent Cash means the difference between (i) the product of (A) 0.5 and (B) the Aggregate Merger Consideration, minus (ii) the sum of (A) the Option Consideration and (B) the Dissenting Shares Cash Payment.

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 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: (a) cash in hand legally and beneficially owned by a member of the Group; and (b) cash deposits legally and beneficially owned by a member of the Group and which are deposited with (i) an Arranger, (ii) any other deposit taking institution having a rating of at least A from Standard & Poor’s Rating Services or the equivalent with any other principal credit rating agency in the United States of America or Europe or (iii) any other bank or financial institution approved by the Agent and which in each case is deposited on an account which: (i) is free from any Security Interest, other than pursuant to the Transaction Security Documents; and (ii) is otherwise at the free and unrestricted disposal of the relevant member of the Group by which it is owned; and always provided that, in the case of cash in hand or cash deposits held by a member of the Group other than the Parent, such cash in hand or cash deposits are capable (and will remain capable after the occurrence of an Event of Default under this Agreement) to be paid without restriction to the Parent within three (3) Business Days of its request or demand (by way of a dividend or by way of a granting or repayment of an intra-group loan). “Ring Fenced Liquidity” means any bank deposits subject to contractual or other restrictions limiting the distribution of bank deposits in the names of ▇▇▇▇ Skald Inc. (▇▇▇▇▇▇▇▇ Islands, owner of Skald), ▇▇▇▇ ▇▇▇▇-Up XXXII Inc. (▇▇▇▇▇▇▇▇ Islands, owner of Thor) or ▇▇▇▇ Saga Inc. (▇▇▇▇▇▇▇▇ Islands, owner of Saga) (or any other members of the Group whose bank deposits are subject to substantively similar restrictions) to other members of the Group in a manner which causes such funds to not be considered as free and available liquidity of the Parent in accordance with the Accounting Principles. “Total Book Assets” means at the date of computation the total assets, calculated in accordance with the Accounting Principles. “Total Book Liabilities” means at the date of computation the total liabilities, calculated in accordance with the Accounting Principles. “Working Capital” means, on any date, Current Assets less Current Liabilities.