Purchaser Net Cash definition

Purchaser Net Cash means the amount (which may be a positive or negative number) equal to (a) all Cash Equivalents minus (b) all outstanding Funded Indebtedness, in each case, of Purchaser and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries), as of 12:01 a.m. (New York time) on the Closing Date; provided that all proceeds, payments or consideration received by Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries) as a result of any action taken (or agreed to be taken) by Seller Parent, Purchaser Parent, Purchaser or any of their respective Affiliates pursuant to Section 6.3 shall be excluded from the calculation of Purchaser Net Cash.
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Examples of Purchaser Net Cash in a sentence

  • Any such payments required by this Section 3.01(b)(ii) (as the same may be adjusted pursuant to the procedures set forth in Section 3.01(b)(iii)) is herein referred to as the "Sellers' Net Cash Adjustment," in the case of a payment due to the Sellers, and the "Purchaser Net Cash Adjustment," in the case of a payment due to Purchaser.

  • The Estimated Purchaser Closing Statement shall be drawn up by Purchaser Parent as of 11:59 p.m. (New York time) on the Closing Date (the “Measurement Time”), as estimated in good faith by Purchaser Parent, in the format set out in Annex B-4, including with respect to the line items to be included as assets and liabilities in the calculation of Purchaser Working Capital and Purchaser Net Cash, and shall be delivered to Seller Parent within the time period specified in the Purchase Agreement.

  • At the Effective Time, the Company shall have, and shall deliver to Purchaser, Net Cash of not less than US $1,327,000 ("Targeted Net Cash").

Related to Purchaser Net Cash

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • 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.

  • Net Cash means, without duplication and in any event as of the Net Cash Determination Time and, as applicable, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Check-Cap’s audited financial statements and unaudited interim balance sheet, the sum of (i) Check-Cap’s unrestricted cash and cash equivalents (excluding marketable securities, other than marketable securities acquired in accordance with Keystone’s written consent, which shall not be unreasonably withheld, but including, for the avoidance of doubt, unrestricted cash deposits and interest accrued thereon), plus (ii) restricted cash items set forth in Section 1.1 of the Check-Cap Disclosure Schedule minus (iii) current and long-term liabilities payable in cash (excluding non-cash liabilities) accrued at Closing pursuant to GAAP, minus (iv) all of Check-Cap’s unpaid Transaction Costs, minus (iv) the cost of redemption of all Check-Cap Warrants (including for the avoidance of doubt, the Check-Cap Registered Direct Warrants and Check-Cap Placement Agent Warrants) that have redemption rights according to their terms, and are outstanding as of immediately prior to the Israeli Merger Effective Time (assuming the full redemption thereof), plus (v) all prepaid Check-Cap expenses listed on Section 1.1 of the Check-Cap Disclosure Schedule, plus (vi) the amount of any expenses paid or liabilities incurred by Check-Cap during the Interim Period that the insurer under Check-Cap’s D&O insurance policy listed on Section 1.1 of the Check-Cap Disclosure Schedule has unconditionally and irrevocably agreed in writing to pay and are in excess of the deductible under such policy, plus (vii) the amount of any Check-Cap Legacy Transaction Eligible Proceeds (disregarding, for purposes of this definition, the proviso in the definition of “Check-Cap Legacy Transaction Eligible Proceeds”) to be received by Check-Cap for any Check-Cap Legacy Transaction at or prior to the Closing Date, or to which Check-Cap is contractually entitled as of the Closing Date to receive within ninety (90) days following the Closing Date (subject to no conditions other than the passage of time).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Working Capital Escrow Amount means $2,000,000.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Gross Settlement Amount means $240,000 which is the total amount Standard agrees to pay under the Settlement, except as provided in Paragraph 8 below. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Expenses, Class Representative Service Payment and the Administrator’s Expenses.

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).