Cash at Closing Amount definition

Cash at Closing Amount has the meaning set forth in Section 3.1(b)(iii).
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Cash at Closing Amount means the result obtained by subtracting the sum of (A) (1) the amount of the Transaction Expenses plus (2) the aggregate principal amount and the amount of accrued but unpaid interest owed by the Company in respect of the Convertible Notes outstanding as of the Closing Date to the extent not reflected as a current liability in the Closing Balance Sheet plus (3) the amount of the Designated Severance Obligations plus (4) the aggregate amount of other current liabilities as indicated on the Closing Balance Sheet from (B) the sum of (1) the amount of Cash available in the Company’s accounts as of the Closing Date, plus (2) the amount of other current assets, property and equipment, net and other assets, net reflected on the Closing Balance Sheet less the amount of deferred financing fees included in other assets, net, plus (3) the Aggregate Exercise Price.
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Examples of Cash at Closing Amount in a sentence

  • In making its calculation of the disputed items or amounts and the total Cash at Closing Amount, the Accountant shall consider only those items or amounts in the Statement as to which Buyer and the Company have a disagreement.

  • The Accountant shall deliver to Buyer and the Company, as promptly as practicable, a report setting forth its calculation of the disputed items and amounts and the total Cash at Closing Amount, which shall be final, conclusive and binding upon the Buyer and the Company.

  • The purchase price will be adjusted downward if CuraGen's Cash at Closing Amount is less than $54,500 by $1.00 for each $1.00 of the shortfall.

  • No later than three (3) Business Days prior to the Closing, the Company shall deliver a statement certified by the Chief Financial Officer of the Company, which shall set forth the Company’s calculation of the Cash at Closing Amount and which shall include the items described in Section 2.7(a), (b) and (c), below (the “Statement”).

  • Upon delivery of the Accountant’s report, the Statement shall be modified as necessary to reflect the Accountant’s conclusions and the total Cash at Closing Amount, and upon such modification, the Statement shall be considered the Closing Statement for purposes of Section 2.7 above.

  • However, the actual Cash at Closing Amount may be lower or higher due to a number of factors.

  • Concurrently with commencement of this review, Buyer shall provide to the Company and the Accountant a statement describing its disagreements with the Company with respect to the Statement and what it believes to be the correct amounts for the disputed item or amounts and for the Cash at Closing Amount in total (the “Buyer Objection Statement”).

  • The purchase price will be adjusted upward if CuraGen's Cash at Closing Amount (as defined in the Merger Agreement) exceeds $54,500 by $1.30 for each $1.00 of excess until the aggregate purchase price reaches $97,500, and thereafter by $1.00 for each $1.00 of excess up to a maximum aggregate purchase price of $100,000.

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  • Due primarily to the agreement in principle to settle the Capps and Smith actions (see Note 9) and the monthly defense costs of litigating these actions, CuraGen currently expects that its Cash at Closing Amount will be between $53,500 and $54,000, resulting in an aggregate purchase price of between $93,500 and $94,000.

Related to Cash at Closing Amount

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

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

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Working Capital Escrow Amount means $2,000,000.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

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

  • Refund Amount means the maximum refund that is admissible;

  • Petty Cash means a sum of money set aside on an imprest basis for the purpose of making change or paying small obligations.

  • Funding Amount has the meaning specified in Section 3.2(a).

  • Escrow Cash is defined in Section 4.1(a).

  • Booking Amount means 10% of the Total Consideration of the Apartment which includes the Application Money;

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Adjustment Escrow Amount means $1,000,000.

  • Purchase Price Adjustment Escrow Amount means $500,000.