Cash Cap definition

Cash Cap means an amount of cash determined as follows: (A) If the 20-Day Average Price equals or exceeds the Floor Price, the Cash Cap shall be equal to fifty percent (50%) of the product of (1) the Exchange Ratio, and (2) the Closing Date Price, and (3) the number of Shares. (B) If the 20-Day Average Price is less than the Floor Price, the Cash Cap shall be equal to the lesser of (1) the amount described in clause (A) of this Section 2.4(e)(iii) and (2) the product of (X) the Acquiror Share Cap and (Y) the Closing Date Price. (C) Notwithstanding anything to the contrary contained in this Agreement, if, based on the Merger Consideration payable pursuant to this Agreement, the tax opinions referred to in Sections 6.2(e) and 6.3(h) hereof cannot be delivered as a result of the Merger potentially failing to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under 368(a) of the Code (as reasonably determined by Weil, Gotshal & ▇▇▇▇▇▇ LLP, in consultation with ▇▇▇▇▇▇▇, Street and Deinard Professional Association, such determination to be made (x) taking into account Dissenting Shares and cash issued in lieu of fractional shares, if any, (y) using the Closing Date Price as the measure of value of the shares of Acquiror Stock issued as Merger Consideration and (z) on the basis that the total value of such Acquiror Stock issued as Merger Consideration must represent no less than forty-five percent (45%) of the total consideration issued and to be issued in the Merger to all holders of Shares), then the Cash Cap shall be reduced to the extent necessary to enable the tax opinions to be rendered.

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Cash Cap is defined in Section 3.1 of this Agreement.

Cash Cap means the amount, if any, specified by such Company Stockholder in its Cash Election as the maximum amount of Closing Available Cash elected by such Company Stockholder; provided, however, that such amount shall not exceed such Company Stockholder’s Cash Pro Rata Share of $343,000,000.

Examples of Cash Cap in a sentence

Notwithstanding the foregoing, so long as You have complied with the the IP Restriction, the Subsidiary Cash Cap and the Receivables Restriction, and provided that the US Sub’s only assets are the equity interest of a direct Foreign Subsidiary and de minimus assets incidental thereto, You shall only be required to provide a pledge for sixty-five percent (65%) of the voting equity interest in the US Sub.
If the Requested Cash Amount equals or exceeds the Minimum Cash Amount and does not exceed the Cash Cap, the Merger Consideration shall be issued and paid in the manner set forth in Section 2.2, unless the 20-Day Average Price is less than the Floor Price and the Acquiror Stock to be issued pursuant to this Agreement would exceed the Acquiror Share Cap, in which case the adjustments set forth in Section 2.4(d) shall be made.
In the event that the Per Share Cash Cap or the Per Share Cash Minimum is reached, then all references to the Per Share Cash Consideration shall mean the Per Share Cash Cap or the Per Share Cash Minimum, as the case may be.
The "Cash Proration Factor" shall be a fraction, the numerator of which is the Cash Cap and the denominator of which is the Requested Cash Amount.
The Retained Cash Cap with respect to each Transferred Entity shall be the amount that is reasonably required to provide for the ordinary course liquidity needs of such Transferred Entity.

More Definitions of Cash Cap

Cash Cap means $5,000,000.

Cash Cap the greater of (i) 16% per annum and (ii) the Index Rate on the Initial Draw-Down Date plus 225 basis points.

Cash Cap means an amount to be determined consistent with the Plan Support Agreement, which such amount shall be reflected in an amended version of the Plan.

Cash Cap. [Definition to be conformed with corresponding definition in Indenture].

Cash Cap has the meaning specified in Section 8.3.1.

Cash Cap has the meaning set forth in Article I(C)(3) of this Agreement.

Cash Cap means $25,000,000 in cash.