Permitted Distribution. The Company shall have made the Permitted ---------------------- Distribution. For purposes hereof, "Permitted Distribution" means the total ---------------------- cash and cash equivalents of the Company minus the total liabilities (each as calculated in accordance with GAAP, consistently applied) of the Company, each as of the closing of business on the day prior to the Closing Date. The Company shall provide Parent with the opporunity to review its preliminary calculation of the Permitted Distribution not less than five business days prior to any payment of the Permitted Distribution and will provide Parent with advance notice of any material changes from such preliminary calculation prior to any payment thereof.
Appears in 1 contract
Permitted Distribution. The Company shall have made the Permitted ---------------------- Distribution. For purposes hereof, "Permitted Distribution" means the total ---------------------- cash and cash equivalents of the Company minus the total liabilities (each as calculated in accordance with GAAP, consistently applied) of the Company, each as of the closing of business on the day prior to the Closing Date. The Company shall provide Parent with the opporunity to review its preliminary calculation of the Permitted Distribution not less than five business days prior to any payment of the Permitted Distribution and will provide Parent with advance notice of any material changes from such preliminary calculation prior to any payment thereof.
Appears in 1 contract