Qualifying Historical DuPont MatCo Closing Cash definition

Qualifying Historical DuPont MatCo Closing Cash means an amount equal to: the amount of Cash and Cash Equivalents with a posting date on or before March 31, 2019 (which, for the avoidance of doubt, excludes cash in transit) on the bank account statement for each bank account measured as of 11:59 p.m. (using the local time zone for the jurisdiction of such bank account) on March 31, 2019 of the members of Historical DuPont that are members of the MatCo Group and incorporated or otherwise organized in a specific country (converted into US Dollars by using the Bloomberg fixing rate at 5:00 pm New York City Time on April 1, 2019), excluding (1) those amounts of Cash and Cash Equivalents constituting the Historical DuPont MatCo Group Pre-MatCo Spin Payroll Amount and (2) those amounts of Cash and Cash Equivalents set forth on Schedule 1.1(247) (such amounts, (clauses (1) and (2)) the “Historical DuPont MatCo Required Cash”); provided, that in respect of any country, the amount of Cash and Cash Equivalents owned by all members of Historical DuPont that are members of the MatCo Group and incorporated or otherwise organized in such country shall be reduced by the aggregate amount of (a) third party Indebtedness of such members that is outstanding or incurred as of 11:59 p.m. (using the local time zone for the jurisdiction of such bank account) on March 31, 2019, and (b) any payments on April 1, 2019 by such members to any other member of Historical DuPont pursuant to the Pre-Agreed Historical DuPont Wires; provided, further, that in no event shall the Qualifying Historical DuPont MatCo Closing Cash for any particular country exceed the maximum amount set forth for such country on Schedule 1.1(245)(B).

Qualifying Historical DuPont MatCo Closing Cash means an amount equal to: the amount of Cash and Cash Equivalents with a posting date on or before March 31, 2019 (which, for the avoidance of doubt, excludes cash in transit) on the bank account statement for each bank account measured as of 11:59 p.m. (using the local time zone for the jurisdiction of such bank account) on March 31, 2019 of the members of Historical DuPont that are members of the MatCo Group and incorporated or otherwise organized in a specific country (converted into US Dollars by using the Bloomberg fixing rate at 5:00 pm New York City Time on April 1, 2019), excluding (1) those amounts of Cash and Cash Equivalents constituting the Historical DuPont MatCo Group Pre-MatCo Spin Payroll Amount and (2) those amounts of Cash and Cash Equivalents set forth on Schedule 1.1(247) (such amounts, (clauses (1) and (2)) the “ Historical DuPont MatCo Required Cash ”); provided , that in respect of any country, the amount of Cash and Cash Equivalents owned by all members of Historical DuPont that are members of the MatCo Group and incorporated or otherwise organized in such country shall be reduced by the aggregate amount of (a) third party Indebtedness of such members that is outstanding or incurred as of 11:59 p.m. (using the local time zone for the jurisdiction of such bank account) on March 31, 2019, and (b) any payments on April 1, 2019 by such members to any other member of Historical DuPont pursuant to the Pre-Agreed Historical DuPont Wires; provided , further , that in no event shall the Qualifying Historical DuPont MatCo Closing Cash for any particular country exceed the maximum amount set forth for such country on Schedule 1.1(245)(B) .

Qualifying Historical DuPont MatCo Closing Cash means the amount of Cash and Cash Equivalents owned immediately after the Tower Realignment Time by all members of Historical DuPont that are members of the MatCo Group and incorporated or otherwise organized in a specific country (converted into US Dollars by using the Bloomberg fixing rate at 5:00 pm New York City Time on the date of the Tower Realignment Time), excluding those amounts of Cash and Cash Equivalents set forth on Schedule 1.1(246); provided, that in respect of any country, the amount of Cash and Cash Equivalents owned by all members of Historical DuPont that are members of the MatCo Group and incorporated or otherwise organized in such country shall be reduced by the aggregate amount of third party Indebtedness of such members that is outstanding as of immediately after the Tower Realignment Time; provided, further, that in no event shall the Qualifying Historical DuPont MatCo Closing Cash for any particular country exceed the maximum amount set forth for such country on Schedule 1.1(246).

More Definitions of Qualifying Historical DuPont MatCo Closing Cash

Qualifying Historical DuPont MatCo Closing Cash means the amount of Cash and Cash Equivalents owned immediately after the Tower Realignment Time by all members of Historical DuPont that are members of the MatCo Group and incorporated or otherwise organized in a specific country (converted into US Dollars by using the Bloomberg fixing rate at 5:00 pm New York City Time on the date of the Tower Realignment Time), excluding those amounts of Cash and Cash Equivalents set forth on Schedule 1.1(246) ; provided , that in respect of any country, the amount of Cash and Cash Equivalents owned by all members of Historical DuPont that are members of the MatCo Group and incorporated or otherwise organized in such country shall be reduced by the aggregate amount of third party Indebtedness of such members that is outstanding as of immediately after the Tower Realignment Time; provided , further , that in no event shall the Qualifying Historical DuPont MatCo Closing Cash for any particular country exceed the maximum amount set forth for such country on Schedule 1.1(246) .

Related to Qualifying Historical DuPont MatCo Closing Cash

Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
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.
Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).
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(a)(i).
Pre-Closing Straddle Period means the portion of any Straddle Period ending on the Closing Date.
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.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Earnout Amount has the meaning set forth in Section 2.7(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Earnout Payment has the meaning set forth in Section 2.3(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Adjusted gross proceeds means gross proceeds less cash prizes, cost of
Earnout Period has the meaning set forth in Section 2.5(a)(iii).
Earnout Payments has the meaning set forth in Section 2.06(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

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