PTI Net Cash definition
PTI Net Cash means, in each case as of the close of business on the Business Day prior to the anticipated Closing Date, (a) the sum of (without duplication) PTI’s cash and cash equivalents, marketable securities, accounts receivable, interest and other receivables (to the extent determined to be collectible), prepaid expenses and deposits (to the extent refundable to PTI), determined in a manner consistent with the manner in which such items were historically determined and in accordance with GAAP and PTI’s most recent audited financial statements and the PTI Unaudited Interim Balance Sheet, minus (b) PTI’s accounts payable and accrued expenses (other than accrued expenses which are PTI Transaction Expenses), PTI’s and its Subsidiaries’ other liabilities (short term and long term) not included in the definition of PTI Debt, in each case determined in a manner consistent with the manner in which such items were historically determined and in accordance with PTI’s most recent audited financial statements and the PTI Unaudited Interim Balance Sheet, and any liabilities associated with the termination of any PTI Contracts, minus (c) the cash cost of any unpaid change of control payments or severance payments, including any COBRA related obligations, that are or become due to any current or former employee, director or independent contractor of PTI, minus (d) any remaining unpaid PTI Transaction Expenses (including any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which PTI or any of its Subsidiaries is liable incurred by PTI or any of its Subsidiaries in connection with this Agreement and the Contemplated Transactions or otherwise, minus (e) any unpaid employment Tax, unemployment contributions or other payroll taxes, fees and costs incurred in connection with the grant, exercise, conversion, settlement or cancellation of any RSUs, options, equity compensation and other change in control or severance payments (including any bonuses payable) or any CVRs issued to holders of RSUs or options or otherwise as compensation (either incurred prior to, at the time of, or following the Merger, and for the avoidance of doubt, not calculated as of the close of business on the Business Day prior to the Closing Date)). Notwithstanding the foregoing, in no case shall PTI Net Cash be reduced for (i) the operating lease liabilities recorded under the requirements of ASC 842 and set forth on the PTI Unaudited Interim Balance Sheet, (ii) accrued expenses...
Examples of PTI Net Cash in a sentence
The PTI Net Cash calculation shall be finally determined in accordance with the terms of this Agreement and PTI shall have no less than $30,000,000 of PTI Net Cash as of the Closing as reflected in the PTI Net Cash Financial Certificate.