Spinco Reference Balance Sheet Date definition

Spinco Reference Balance Sheet Date means September 30, 2023. “Spinco Reference Closing Statement” means the sample calculation of the Spinco Adjustment Amount, and each component thereof, including the Spinco Closing Net Working Capital, the Spinco Closing Cash Amount and the Spinco Closing Indebtedness Amount, in each case, as of the close of business on the Spinco Reference Balance Sheet Date, which is attached as Schedule 1.1(l) for illustrative purposes only. “Spinco Registration Statement” shall have the meaning set forth in the Merger Agreement. “Spinco Released Liabilities” shall have the meaning set forth in Section 3.1(a)(ii). “Spinco Released Parties” shall have the meaning set forth in Section 3.1(a)(i). “Spinco Restricted Cash” means cash and cash equivalents of the members of the Spinco Group that constitute “restricted cash” under GAAP or that otherwise cannot be freely used without violation of Law or breach of Contract, including: (a) any cash held by any member of the Spinco Group to secure or otherwise provide payment for any outstanding letters of credit obligations of any member of the Spinco Group; (b) security deposits of the members of the Spinco Group in respect of obligations of members of the Spinco Group; (c) jackpot restricted cash and (d) cash set aside to fund deferred purchase price and a contingent earnout related to that certain Share Purchase Agreement dated as of April 8, 2022, by and among Remainco, GStar Tech Limited, Darom Holdings Tech Limited, Xxxxxxx Xxxx Xxxxxxx, Xxx Xxxxx Xxxxx and Xxxxxxx Xxxxx Xxxxxxx.
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Spinco Reference Balance Sheet Date means September 30, 2023. “Spinco Units” means units of Spinco. “Statutory Lookback Date” means January 1, 2019.
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Spinco Reference Balance Sheet Date means March 31, 2024.
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More Definitions of Spinco Reference Balance Sheet Date

Spinco Reference Balance Sheet Date shall have the meaning set forth in the Merger Agreement. “Spinco Reference Closing Statement” means the sample calculation of the Spinco Adjustment Amount, and each component thereof, including the Spinco Closing Net Working Capital, the Spinco Closing Cash Amount and the Spinco Closing Indebtedness Amount, in each case, as of the close of business on the Spinco Reference Balance Sheet Date, which is attached as Schedule 1.1(l) for illustrative purposes only. “Spinco Released Liabilities” shall have the meaning set forth in Section 3.1(a)(ii). “Spinco Released Parties” shall have the meaning set forth in Section 3.1(a)(i). “Spinco Restricted Business” means the design, development, assembly, distribution and provision to the types of customers of the Spinco Business (e.g., casinos, online casinos (real money and social) and, with respect to video lottery, Governmental Authorities) of the types of goods and services provided by the Spinco Business. “Spinco Restricted Cash” means cash and cash equivalents of the members of the Spinco Group that constitute “restricted cash” under GAAP or that otherwise cannot be freely used without violation of Law or breach of Contract, including: (a) any cash held by any member of the Spinco Group to secure or otherwise provide payment for any outstanding letters of credit obligations of any member of the Spinco Group; (b) security deposits of the members of the Spinco Group in respect of obligations of members of the Spinco Group; (c) jackpot restricted cash and (d) cash set aside to fund deferred purchase price and a contingent earnout related to that certain Share Purchase Agreement dated as of April 8, 2022, by and among Remainco, GStar Tech Limited, Darom Holdings Tech Limited, Xxxxxxx Xxxx Xxxxxxx, Xxx Xxxxx Xxxxx and Xxxxxxx Xxxxx Xxxxxxx. “Spinco Shortfall Amount” shall have the meaning set forth in Section 2.3(j)(i). “Spinco Target Net Working Capital” means Four Hundred Sixty Million Dollars ($460,000,000). “Spinco Transaction Accounting Principles” means the accounting principles, policies, procedures and methodologies, categorizations, asset recognition bases, definitions, practices and techniques set forth on Schedule 1.1(l). “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Stand-Up” shall have the meaning set forth in Section 1.15(a). “Stand-Up Plan” shall have the meaning set forth in Section 1.15(c). “Subsidiary” of any Person means any corporation, general or limited partnership, j...
Sample 1
Spinco Reference Balance Sheet Date means March 31, 2024. “Spinco Units” means units of Spinco. “Statutory Lookback Date” means January 1, 2019. “Subsidiary” of any Person means any Entity at the time of determination (a) the issued and outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or a majority of another body performing similar functions) of such corporation or other Person (irrespective of whether at the time Equity Interests of any other class or classes of such corporation or other Person shall or might have voting power upon the occurrence of any
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Spinco Reference Balance Sheet Date shall have the meaning set forth in the Merger Agreement.
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Related to Spinco Reference Balance Sheet Date

  • Interim Balance Sheet Date has the meaning set forth in Section 3.06.

  • Reference Balance Sheet shall have the meaning set forth in Section 3.06(a).

  • Balance Sheet Date has the meaning set forth in Section 3.06.

  • Interim Balance Sheet as defined in Section 3.4.

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).