Withdrawal of Cash Sample Clauses

Withdrawal of Cash. During the Earnout Period, the Buyer Affiliated Group will not cause the cash and cash equivalents of the Acquired Business to be distributed or otherwise withdrawn if such distribution or withdrawal will reduce the cash and cash equivalents of the Acquired Business to an amount less than the amount needed to cover the operating expenses of the Acquired Business for one (1) month. The Buyer Affiliated Group shall be deemed to have complied with this provision if any distribution or withdrawal results in cash and cash equivalents remaining in the Acquired Business equal to at least the lesser of (i) one hundred five percent (105%) of the cash needed to fund the operations of the Acquired Business for the immediately preceding calendar month or (ii) one-third (1/3) of the cash needed to fund the operations of the Acquired Business for the immediately preceding calendar quarter.
Sample 1
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Withdrawal of Cash. 3.1 On the Effective Date, JGB Waltham shall deliver instructions to PNC Bank, National Association (the “Bank”) in accordance with the Blocked Account Agreement (as defined in the December Debenture) to deliver immediately available funds in amount equal to $172,000 from the Blocked Account to the account of the Company set forth on Schedule A attached hereto (the “Company Account”).
Sample 1
Withdrawal of Cash. At closing, Analytica shall have the following required Working Capital Reserve on hand. Working Capital Reserve shall mean a total of cash and accounts receivable on hand which are equal to the aggregate of: (i) Four Hundred Thousand Dollars ($400,000) (which the parties estimate to roughly approximate two months of ongoing Analytica expenses); and (ii) all accounts payable and liabilities. The Working Capital Reserve shall be calculated as of November 30, 2001. Any amount in excess of the Working Capital Reserve calculated as of November 30, 2001 shall be distributed to the Analytica Stockholders at or prior to the Closing. Additionally, in the event that the Analytica Stockholders are subject to tax liabilities as a direct result of current income earned by Analytica (excluding transactional tax liability) subsequent to November 30, 2001 and prior to Closing, an additional distribution shall be made at Closing to the Analytica Stockholders in an amount calculated to be equal to said tax obligation. All cash and account receivables at Closing, which is in excess of that on hand at November 30,2001 (i.e., income earned by Analytica subsequent to November 30,2001), shall not be distributed to the Analytica Stockholders and shall be retained by Analytica following the Merger. In calculating the Working Capital Reserve, the term “accounts payable” shall include a reasonable reserve established for all goods or services anticipated to be required to be provided by Analytica subsequent to November 30, 2001, which relates to accounts receivable which have been booked by Analytica as of November 30, 2001.
Sample 1
Withdrawal of Cash. Cash deposited with the Trustee under the provisions of §5.01 shall be held by the Trustee as Trust Moneys constituting part of the Trust Estate and shall be paid over by the Trustee upon compliance with the applicable provisions of Article XI.
Sample 1
Withdrawal of Cash. Except for amounts necessary to pay any outstanding checks of the Company drawn upon the Company's bank accounts, the Shareholders shall be entitled to withdraw the remainder of all funds from said accounts on the Closing Date.
Sample 1

Related to Withdrawal of Cash

  • Withdrawal of Capital Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

  • No Withdrawal of Capital Except as otherwise expressly provided in Article XIII, no Member shall have the right to withdraw capital from the Company or to receive any distribution or return of such Member’s Capital Contributions.

  • Withdrawal of Member Notwithstanding anything to the contrary herein, the Member shall not withdraw as a member of the Company, and no event set forth in Section 5.4 shall cause or be deemed to cause the withdrawal of the Member from the Company. Any purported withdrawal by the Member shall be null and void.

  • Withdrawal of Members (a) Any Member may Withdraw voluntarily from the Company on the last day of any calendar month (or on such other date as shall be determined by the Managing Member in its sole discretion), on not less than 15 days’ prior written notice by such Member to the Managing Member (or on such shorter notice period as may be mutually agreed upon between such Member and the Managing Member); provided, that a Member may not voluntarily Withdraw without the consent of the Managing Member if such Withdrawal would (i) cause the Company to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the Managing Member, have a material adverse effect on the Company or its business; provided further, that a Member may Withdraw from the Company with respect to such Member’s GP-Related Member Interest without Withdrawing from the Company with respect to such Member’s Capital Commitment Member Interest, and a Member may Withdraw from the Company with respect to such Member’s Capital Commitment Member Interest without Withdrawing from the Company with respect to such Member’s GP-Related Member Interest.

  • Withdrawal of Deposits If any Deposits remain outstanding on the Business Day next succeeding the Cut-off Date, the Trustee shall promptly give the Escrow Agent notice that the Trustee’s obligation to purchase Equipment Notes under the NPA has terminated and instruct the Escrow Agent to provide a notice of Final Withdrawal to the Depositary substantially in the form of Exhibit B to the Deposit Agreement (the “Final Withdrawal Notice”).

  • Withdrawal of a Member For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

  • Withdrawal of Assets If an arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7, the Custodian shall direct the Domestic Subcustodian to withdraw the Fund’s Foreign Assets from such depository as soon as reasonably practicable.

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

  • Withdrawal of Fund's Assets If the Delegate determines that an arrangement with a specific Eligible Foreign Custodian selected by the Delegate under Section 3 of this Delegation Schedule no longer meets the requirements of said Section, Delegate shall withdraw the Fund's Assets from the non-complying arrangement as soon as reasonably practicable; provided, however, that if in the reasonable judgment of the Delegate, such withdrawal would require liquidation of any of the Fund's Assets or would materially impair the liquidity, value or other investment characteristics of the Fund's Assets, it shall be the duty of the Delegate to provide information regarding the particular circumstances and to act only in accordance with Instructions of the Fund or its Investment Advisor with respect to such liquidation or other withdrawal.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).

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