Cash Availability. Parent has possession of, or shall have available to it, sufficient funds to consummate the transactions contemplated by this Agreement, and will cause the Purchaser to have sufficient funds available to consummate the Offer and the Merger. ARTICLE SIX
Cash Availability. Purchaser has cash on hand or existing lines of credit to provide, in the aggregate, sufficient funds to consummate the Transactions, including payment in full for all Shares validly tendered into the Offers or outstanding at the Effective Time, subject to the terms and conditions of the Offers and this Agreement, and to satisfy all other costs and expenses required to be paid by Parent or Purchaser in connection therewith. As of the date hereof, there is no breach or default by Parent existing, or with notice or the passage of time may exist, under the credit or other agreements with respect to such lines of credit. Parent and Purchaser have no reason to believe that any of the conditions precedent to the draw-down of such lines of credit will not be satisfied in connection with the consummation of the Transactions.
Cash Availability. As of the date hereof, the Company has cash, ----------------- cash equivalents and marketable securities which are free, unencumbered and available for use (in the case of marketable securities, when liquidated), including for payment for the Shares in the Offer following consummation of the Offer, in the amount of at least $20 million.
Cash Availability. The Purchasers have and will have (a) on the Tender Offer Settlement Date, sufficient cash or other sources of immediately available funds to make payment for up to 100% of the Company Shares tendered in accordance to the Tender Offer, and any other amounts to be paid by it hereunder or pursuant to the Agreements to Tender on such date and (b) on the Plan Effective Date, sufficient cash or other sources of immediately available funds to make payment for the Capital Contribution and any other amounts to be paid by it hereunder on such date. The Purchasers’ obligation to satisfy their obligations under this Agreement and the Agreements to Tender is not contingent or dependent upon obtaining financing from a third-party.
Cash Availability. On the Closing Date, Liquidity shall be equal to or greater than $27,000,000 (after giving effect to any Loans made and Letters of Credit issued on the Closing Date and to the payment of all amounts required to be paid under the Confirmation Order and Plan of Reorganization).
Cash Availability. In the event Final Closing Balance Sheet reports an available amount of cash of the Company lower than Euro 500,000, the Seller shall pay to the Buyer, Euro per Euro, within three Business Days following determination and acceptance of the Final Closing Balance Sheet, an amount equal to the difference between Euro 500,000 and the available amount of cash of the Company resulting from the Final Closing Balance Sheet. In the event the Seller is required to make a cash payment to the Buyer under this Section 4.04, any such payment, to the extent actually made by the Seller to the Buyer, shall be taken into account in the determination of the Final Closing Balance Sheet and the Final Net Working Capital.
Cash Availability. MTM has and will use its best efforts to maintain sufficient liquid cash reserves in order to make the deferred purchase price payments referred to in Section 1.1 hereof. At the date hereof and as at the Closing, MTM has and would have sufficient liquid cash reserves to pay the entire purchase price hereunder and the cash portion of the Merger Consideration, as defined in the Merger Agreement without materially adversely affecting MTM's ability to conduct its business as presently being conducted.
Cash Availability. Borrower shall maintain, on a consolidated basis, an aggregate amount of cash, cash equivalents and marketable securities, and available borrowings under any existing bank revolver of no less than $35,000,000.00 (as the same may be adjusted as set forth below, the “Combined Balance”), measured as of the last day of each calendar month (the “Cash Covenant”). Upon timely receipt of twelve (12) consecutive monthly payments hereunder, and annually thereafter so long as Borrower continues to make timely payments during such annual periods, Lender will review Borrower’s financial condition as of such date and may, in its reasonable business judgment, reduce or eliminate the Cash Covenant. Notwithstanding the foregoing, the Cash Covenant shall be reduced or eliminated as follows: (a) upon receipt by Borrower of net proceeds in an amount equal to $100,000,000 or greater, in the form of cash or equity, in connection with an issuance of equity by Parent or a Non-Material Asset Sale (as defined below) by Parent or Borrower, the minimum Combined Balance requirement in the Cash Covenant, as of the date of such event, shall be reduced by $15,000,000; (b) upon retirement of the Company’s Series A Senior Subordinated Notes either by conversion to equity or refinancing, the minimum Combined Balance requirement, as of the date of such event, under this Section IV.I shall be reduced by $15,000,000; and (c) for any trailing 12-month period, as measured at the end of each calendar month beginning December 31, 2008, if, on a consolidated basis, revenue of Parent and its subsidiaries is greater than $900,000,000.00 and EBITDA (as defined below) of Parent and its subsidiaries, is greater than $160,000,000.00, the Cash Covenant shall be eliminated in its entirety. If Borrower receives net proceeds of $100,000,000 or more, in the form of cash or equity, as a result of an asset sale other than a Non-Material Asset Sale, then the minimum Combined Balance requirement in the Cash Covenant, as of the date of such event, shall be reduced, in CSCC’s sole discretion, by $15,000,000. “Non-Material Asset Sale” shall mean a sale of assets of a non-core business, the revenue of which is less than the greater of (a) five percent (5%) of the then trailing 12-month consolidated revenue
Cash Availability. Danisco and the Buyer have cash on hand or existing lines of credit to provide, in the aggregate, sufficient funds (a) to consummate the Transactions, including payment in full for all shares of Common Stock validly tendered into the Offer or outstanding at the Effective Time, subject to the terms and conditions to the Offer and this Agreement, (b) to consummate the transactions contemplated by the Stock Purchase Agreement, including payment in full for all shares of Common Stock and Series A Preferred Stock held by Eastman and its affiliates, and (c) to satisfy all other costs and expenses required to be paid by Danisco or the Buyer in connection with the foregoing. There is no breach or default by Danisco existing, or that with notice or the passage of time may exist, under the credit or other agreements with respect to such lines of credit. Danisco and the Buyer have no reason to believe that any of the conditions precedent to the draw-down of such lines of credit will not be satisfied in connection with the consummation of the Transactions or the transactions contemplated by the Stock Purchase Agreement.
Cash Availability. With respect to the making of Loans only, (i) the aggregate amount of cash and cash equivalents owned by the Borrower and the Guarantors that is not held in Qualified Accounts shall not exceed $100,000 and (ii) the sum of (A) the amount of such Loan, plus (B) the aggregate amount of cash and cash equivalents owned by Holdings, the Borrower and its Subsidiaries (other than Eligible Cash in the Asset Sale Proceeds Account) at the time of such Loan, shall not exceed $30,000,000. The request by the Borrower for, and the acceptance by the Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Borrower that the conditions specified in this Section have been satisfied or waived at that time.
