Target Closing Cash definition

Target Closing Cash means $0.

Target Closing Cash means $30,000,000 minus one-half of the aggregate amount of any Target Optionholder Merger Consideration paid or payable to Exercising Target Optionholders.

Target Closing Cash means $1,300,000.

Examples of Target Closing Cash in a sentence

• Parent shall use the Target Closing Cash and any cash remaining after payment of the Cross Shore Dividend for such purposes as determined from time to time by the Parent Board.

• After payment by Parent of, or provision for the payment by Parent of, the Closing Payments, Parent shall have cash at least equal in amount to the Target Closing Cash.

• After the Final Closing Cash Statement and the calculation of the Final Closing Cash become final, conclusive and binding upon the parties as provided above, then, within five (5) Business Days: (i) If the Final Closing Cash is greater than the Target Closing Cash, then Purchaser will wire transfer to Seller the difference in immediately available funds.

• If the Estimated Closing Cash Balance is less than the Target Closing Cash Balance, the difference between the Estimated Closing Cash Balance and the Target Closing Cash Balance (the “Cash Shortfall”) shall be subtracted from the Closing Date Cash Payment and, if the Cash Shortfall exceeds the Closing Date Cash Payment, the amount of the Cash Shortfall that exceeds the cash portion of the Purchase Price shall be subtracted from the aggregate principal balance of the Promissory Notes.

• As of the Closing, the Closing Date Cash will consist of an amount at least equal to the Target Closing Cash.

• If the Final Closing Cash, as finally determined in accordance with this Section 2.6, is greater than the Target Closing Cash, then Parent shall promptly remit to the former stockholders of the Company, via the Exchange Agent, and former holders of vested Company Options, via the payroll system of the Surviving Corporation or the respective Subsidiary of the Company, an aggregate amount equal to such excess.

• The Company has available cash in an amount equal to or in excess of the Target Closing Cash Balance.

• The Target Closing Cash Balance represents an amount of cash necessary to operate the Business as conducted by the Sellers prior to the Closing for a period of not less than sixty (60) days.

• If Closing Cash is less than the Target Closing Cash, the Purchase Price will be decreased on a dollar for dollar basis to the extent of such shortfall, and if Closing Cash is greater than Target Closing Cash, the Purchase Price will be increased on a dollar for dollar basis to the extent of such overage.

• The aggregate consideration for the Units to be purchased and acquired by the Buyer hereunder shall equal the sum of (a) $369,660,000 (the “Fixed Purchase Price”), (b) plus the amount, if any, by which the Closing Cash is greater than the Target Closing Cash, or minus the amount, if any, by which the Target Closing Cash is greater than the Closing Cash, (c) plus the Closing Net Working Capital (the amount obtained pursuant to the foregoing clauses (a), (b) and (c), the “Purchase Price”).

More Definitions of Target Closing Cash

Target Closing Cash means Offshore Cash of the Target Group subsisting as at the Closing Date (prior to any application thereof in accordance with the Funds Flow Statement).

Target Closing Cash means $25 million.

Target Closing Cash means $5,000,000.

Target Closing Cash means $0.00.

Target Closing Cash means AP194,939,000, which is Closing Cash had the Closing occurred on March 31, 2009 computed in accordance with the Agreed Accounting Policies and as set forth in Schedule V attached hereto.

Target Closing Cash shall have the meaning specified in Schedule 2.02. “Tax” or “Taxes” means (a) any federal, state, local or foreign income, gross receipts, property, sales, use, license, franchise, employment, severance, stamp, occupation, windfall profits, environmental, customs duties, capital stock, profits, social security (or similar, including FICA), unemployment, sales, use, disability, real property, personal property, escheat, unclaimed property, registration, value added, estimated, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax of any kind or any fee or charge in the nature of (or similar to) taxes (including any of the foregoing), together with any interest or penalty or addition to tax, whether disputed or not and (b) any liability for the payment of any amounts of the type described in clause (a) as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of any tax sharing, tax allocation or tax indemnity agreement, arrangement or understanding, as a result of entity level taxes on entities which are disregarded entities or passthrough entities for federal income tax purposes or as a result of being liable for another Person’s taxes as a transferee or successor, by Contract or otherwise. “Tax Authority” shall mean any Governmental Authority, having or purporting to exercise jurisdiction with respect to any Tax. “Tax Matter” has the meaning ascribed thereto in Section 6.04(j). “Tax Purchase Price” has the meaning ascribed thereto in Section 6.04(d). “Tax Refunds” has the meaning ascribed thereto in Section 6.04(c). 11