Final Closing Cash definition

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

Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.8, Section 2.9 and Section 2.10.

Final Closing Cash means the aggregate amount of Closing Cash set forth in the Final Closing Statement.

Examples of Final Closing Cash in a sentence

• At each Closing, the Sellers will provide the Buyer with certain credits against the Initial Closing Cash Payment, the applicable Interim Closing Cash Payment or the Final Closing Cash Payment, as the case may be, relating to certain Transferred Assets or the Business as described in Section 5.18(b) of the Disclosure Schedule or as may be mutually agreed to by the Buyer and the Sellers in writing after the date hereof but prior to the applicable Closing.

• The Final Closing Cash Payment shall be adjusted following the Final Closing in accordance with Section 2.07(e).

• As soon as practicable following the determination of the Final Closing Cash Consideration in accordance with Section 2.4 (but in no event more than one hundred eighty (180) days after the Closing Date), Buyer shall prepare a draft schedule reflecting the allocation of the Allocable Amount (including to the covenants and agreements set forth in Section 5.1) in accordance with Exhibit I and shall submit such allocation to Seller Representative for review.

• The Final Closing Cash and the Final Closing Working Capital shall be calculated in accordance with the provisions of this Section 2.4(c) and shall reflect the results of the Physical Inventory.

• Are against the Company’s objectives articles of association, shareholder’s resolution, and good corporate governance principles.

More Definitions of Final Closing Cash

Final Closing Cash means Closing Cash (i) as shown in Parent’s calculation set forth in the Cash Closing Statement delivered pursuant to Section 3.7(c) if no Dispute Notice with respect thereto is duly delivered pursuant to Section 3.7(d); or (ii) if a Dispute Notice is delivered, (A) as agreed by the Stockholder Representative and Parent pursuant to Section 3.7(e) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.7(e).

Final Closing Cash means the Closing Cash reflected on the Final Closing Statement.

Final Closing Cash means the calculation of Closing Cash that becomes final and binding on the Parties pursuant to Section 3.2.

Final Closing Cash means the calculation of the Cash of the Company and the Company Subsidiaries as of the Effective Time as finally determined pursuant to Section 2.04.

Final Closing Cash has the meaning set forth in Section 2.2(c)(vi).

Final Closing Cash means the Cash and Cash Equivalents as of the Effective Time once the same have been finally determined in accordance with the provisions of Section 2.03 hereof.

Final Closing Cash and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Indemnity Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Merger Consideration less (y) the Closing Merger Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Merger Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2: