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.

Parent Cash means an amount equal to (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing (including the Trust Account Interest); plus (b) all cash and cash equivalents held by Parent outside of the Trust Account immediately prior to the Closing; minus (c) any payments to be made in connection with the Parent Stockholder Redemption; minus (d) the Adjustment Escrow Amount; minus (e) the Stockholder Representative Expense Holdback Amount; plus (f) the Aggregate Forward Purchase Investment Amount; plus (g) the PIPE Investment Amount.

Parent Cash. Schedule A, Section 1.2

Examples of Parent Cash in a sentence

• The underground facility shall control access to all openings to prevent unauthorized entry underground.

• 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).

• If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Parent and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the Parent Cash Amount, which agreed upon the Parent Cash Amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Cash Amount at the Anticipated Closing Date for purposes of this Agreement.

• Parent shall make the work papers and back-up materials used in preparing the Parent Cash Schedule, as reasonably requested by the Company, available to the Company and, if requested by the Company, its accountants and counsel at reasonable times and upon reasonable notice.

• The determination of the Parent Cash Amount made by the Accounting Firm shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Cash Amount at the Anticipated Closing Date for purposes of this Agreement, and the Parties shall delay the Closing until the resolution of the matters described in this Section 1.12(e).

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: (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 Xxxx Skald Inc. (Xxxxxxxx Islands, owner of Skald), Xxxx Xxxx-Up XXXII Inc. (Xxxxxxxx Islands, owner of Thor) or Xxxx Saga Inc. (Xxxxxxxx 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. 22.2 Financial condition (a) Minimum Liquidity. The Parent will procure that: (i) from and including signing of this Agreement to and including 31 December 2023, Parent Cash shall not at any time be less than USD 10,000,000 and Group Cash shall not at any time be less than USD 15,000,000; (ii) from and including 1 January 2024 to and includ...

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. Schedule A, Section 1.2 “Parent Class A Stock” Section 5.3(a) “Parent Class F Stock” Section 5.3(a) “Parent Disclosure Letter” Article V “Parent Financing Certificate” Section 1.2 “Parent Material Contracts” Section 5.11