Adjusted Closing Cash definition

Adjusted Closing Cash means an amount equal to the sum of (x) Closing Cash plus (y) the Prepaid Rent Amount. “Advisory Committee” has the meaning set forth in Section 7.8.
Sample 1
Adjusted Closing Cash has the meaning set forth in Section 2.8(b) of this Agreement.
Sample 1
Adjusted Closing Cash means an amount equal to the sum of (x) Closing Cash plus (y) the Prepaid Rent Amount.
Sample 1

Examples of Adjusted Closing Cash in a sentence

  • The Closing Cash Consideration shall be allocated between the Stockholders as follows: (i) Cabey shall be allocated his Pro Rata Share of the Adjusted Closing Cash Consideration and (ii) Kaunitz shall be allocated an amount equal to the difference between his Pro Rata Share of the Adjusted Closing Cash Consideration and the Note Amount.

  • An example, for illustrative purposes only, of the calculation of Net Working Capital as of October 1, 2005 is set forth on Company Disclosure Schedule 3.4. Seller shall use the latest available information as of the Estimate Statement Delivery Date to prepare the Estimated Closing Balance Sheet and to calculate the Initial Closing Working Capital and the Adjusted Closing Cash Payment.

  • On the date three business days prior to the estimated Closing Date, the Company shall provide Parent with a reasonable estimate of the Adjusted Closing Cash Balance, together with detailed supporting documentation satisfactory to Parent.

  • The "Adjusted Closing Cash Payment" shall mean the sum of (x) the GDT Shareholder Debt and the ANB Bank Debt, together with all accrued and unpaid interest thereon as of Closing Date, and (y) the Xxxxx Debt.

  • EXCO agrees that until October 1, 2010, it shall not make any dividend or distribution of any of such Adjusted Closing Cash Consideration to its shareholders other than in connection with dividends or distributions made by EXCO in the ordinary course of business consistent with its past practices (excluding past practices to make dividends and distributions subsequent to and in respect of asset dispositions by EXCO and its Affiliates).

  • The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, the Adjusted Closing Cash Amount and Adjusted Working Capital reflected thereon) will be final, conclusive and binding on the parties unless Seller provides a written notice (a “Dispute Notice”) to Parent no later than thirty (30) calendar days after the delivery to Seller of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.

  • The Final Settlement Statement, the final Adjusted Closing Cash Amount, final Interim Period Revenue Share and the final Interim Period Carried Costs Amount determined by the Accounting Arbitrator pursuant to this Section 3.6 will be final and binding on the Parties (other than with respect to amounts not accounted for therein or settled thereby, which amounts will be subject to the provisions of Section 2.3(b)).

  • Upon the terms and subject to the conditions set forth in this Agreement, including the provisions of Section 2.10(a), the maximum aggregate consideration payable by Parent and the Merger Subs in the First Step Merger to Company Securityholders shall be an amount of cash equal to the Final Adjusted Closing Cash Consideration and a number of shares of Parent Common Stock equal to the Aggregate Stock Consideration.

  • The Company shall pay, or reflect in the Preliminary Closing Working Capital or the Preliminary Adjusted Closing Cash Consideration, all of its Third Party Expenses and any Change of Control Fees prior to the Closing Date, and except if otherwise determined by Parent in its sole discretion, no Third Party Expenses or Change of Control Fees shall be incurred by the Final Surviving Entity on behalf of the Company after the Closing Date.

  • SFX shall make a capital contribution to GDT immediately prior to the Closing Date in the amount of the Adjusted Closing Cash Payment for the purpose of repayment of the GDT Shareholder Debt, the ANB Bank Debt and the Xxxxx Debt together with all accrued and unpaid interest thereon as of the Closing Date (the "SFX Contribution").


More Definitions of Adjusted Closing Cash

Adjusted Closing Cash is defined in Section 2.4(d)(iv).
Sample 1
Adjusted Closing Cash is the amount of Company Cash less (i) the Closing Liabilities and (ii) Estimated 2012 Audit Expense, as measured on the 31st calendar day following the Effective Time.
Sample 1

Related to Adjusted Closing Cash

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Total adjusted capital means the sum of:

  • Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.

  • Working Capital Escrow Amount means $500,000.

  • Net Cash means (a) the sum of Tigris’ and its Subsidiaries’ cash and cash equivalents, marketable securities, accounts and interest receivable and deposits (to the extent refundable to Tigris), in each case as of the close of business on the last Business Day prior to the date of determination, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Tigris’ and its Subsidiaries’ accounts payable and accrued expenses (other than accrued expenses listed below), in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (c) the cash cost of any change of control payments or severance payments that are or become due to any employee of Tigris or its Subsidiaries minus (d) the cash cost of any accrued and unpaid retention payments due to any employee of Tigris or its Subsidiaries as of the Closing Date, minus (e) any remaining fees and expenses (including, but not limited to, any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which Tigris or any of its Subsidiaries is liable incurred by Tigris or any of its Subsidiaries in connection with this Agreement and the Contemplated Transactions or otherwise minus (f) the fees and expenses of the Accounting Firm allocated to Tigris pursuant to Section 1.6(e), minus (g) any bona fide current liabilities payable in cash, in each case to the extent not cancelled at or prior to the Determination Date; provided that in no event shall any liabilities or accruals relating to the Legal Proceeding described on Schedule D hereto be taken into account as a reduction in Net Cash, minus (h) any unpaid amounts payable by Tigris in satisfaction of its obligations under Section 5.7(c) for the period after the Closing, plus (i) the amount of any outstanding principal and accrued interest under the Tigris Note as of the Anticipated Closing Date in excess of $3,508,750, plus (j) any amounts due to be reimbursed to Tigris by Potomac pursuant to Section 9.3(a).