Freely Available Cash means the Cash of Colt and its Subsidiaries less (i) Taxes in the nature of cross border withholding taxes that arise from or relate to the transfer of such Cash to Colt from any of its Subsidiaries and any other out-of-pocket costs incurred in connection with the Repatriation of such Cash, (ii) an amount agreed upon by Buyer and Parent, consistent with the schedules of projected cash needs previously provided by the Company (adjusted to provide for current and near-term cash needs and for current and near term results of operations), to be maintained as cash for the Retained Subsidiaries and the PLG Subsidiaries and (iii) any such cash that cannot be distributed, contributed or otherwise delivered to Colt (from any of its Subsidiaries) without violating any applicable Laws, including those relating to “financial assistance” limitations, solvency, adequate surplus and similar capital adequacy tests. By agreement of the Parties, Freely Available Cash of the Retained Subsidiaries shall specifically include any cash expended from the date hereof through Closing by the Company or the Retained Subsidiaries to acquire the trademark and related business of Payless Australia.
Freely Available Cash means, at any time, Cash held by Offshore Group Members at that time which is freely available for application in accordance with the Payment Waterfall but:
Freely Available Cash means unrestricted cash on hand of the Company and its Subsidiaries as of immediately prior to the Effective Time less (a) any unpaid Expenses of the Company or any of its Subsidiaries, (b) the amount of any Change of Control Payments, (c) the cost of the “tail” policy contemplated by Section 6.12(c) and (d) the amount of any unpaid Taxes and fees described in Section 6.15; provided, that cash shall only constitute unrestricted cash on hand of the Company if (i) the transfer of such cash to the Company (from any Subsidiaries of the Company) or into the Payment Fund does not result in any Tax obligations to the Company or any of its Subsidiaries and (ii) such cash can be distributed, contributed or otherwise delivered to the Company (from any Subsidiary of the Company) and into the Payment Fund in accordance with all applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests.
Examples of Freely Available Cash in a sentence
For avoidance of doubt, any Cash of the Retained Companies and the PLG Subsidiaries that is not Freely Available Cash shall remain with such entities.
Parent and Buyer shall use commercially reasonable efforts to provide that the Freely Available Cash of Colt and its Subsidiaries is used to repay indebtedness of Colt and its Subsidiaries at or prior to the consummation of the Merger.
The Company shall use commercially reasonable efforts, subject to Section 6.1 above, to maximize the amount of Freely Available Cash for use in connection with the consummation of the Merger.
The Company Cash Deposit shall be made solely out of Freely Available Cash and shall be used solely for purposes of paying the Merger Consideration in accordance with this Article II and shall not be used to satisfy any other obligation of the Company or any of its Subsidiaries.
The Company shall (i) have Freely Available Cash at least equal to the amount of the Company Cash Deposit and (ii) have made the Company Cash Deposit using such Freely Available Cash in accordance with Section 2.1.
More Definitions of Freely Available Cash
Freely Available Cash means unrestricted cash of the Company that is freely available for purposes of this Section 2.03 and (A) the transfer of such cash to the Company (from any affiliates of the Company) or into the Payment Fund does not result in any Tax obligations to the Company or any of its subsidiaries, (B) such cash can be distributed, contributed or otherwise delivered to the Company (from any affiliates of the Company) and into the Payment Fund in accordance with all applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests and (C) shall not include any amount potentially owed by the Company in connection with the agreement set forth on Section 3.28 of the Company Disclosure Schedule. The Agent shall, pursuant to instructions provided by Merger Sub, make the payments provided for in Section 2.01 of this Agreement out of the Payment Fund (it being understood that any and all interest earned on funds made available to the Agent pursuant to this Agreement shall be turned over to the Surviving Corporation). The Payment Fund shall not be used for any other purpose except as provided in this Agreement.
Freely Available Cash means unrestricted cash of the Company that is freely available for use to repay Indebtedness excluding any cash or consideration in connection with the consummation of any sale-leaseback and (A) the transfer of such cash to the Company (including from any subsidiaries of the Company) or in connection with the repayment of any such Indebtedness does not result in any Tax obligations to the Company or any of its subsidiaries and (B) such cash can be distributed, contributed or otherwise delivered to the Company (including from any subsidiaries of the Company) in accordance with all applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests; provided, that the aggregate amount received by the Company between the date of this Agreement and the Effective Time in connection with any and all Option exercise(s) shall not be included in the calculation of what constitutes such freely available cash.
Freely Available Cash means unrestricted cash on hand of the Company and its Subsidiaries less each of the following items: (i) amounts payable to Xxxxxx Xxxxxxx & Co. Incorporated for its services rendered to the Company pursuant to the engagement letter between such parties, a copy of which has been provided to Parent, (ii) amounts payable to the Company’s outside counsel and accountants in connection with the transactions contemplated by this Agreement, (iii) amounts payable to obtain the insurance “tail” policy contemplated by Section 7.01(b), (iv) amounts payable to printers in connection with the preparation, printing and mailing of the Company Proxy Statement and (v) the amount of $10 million to satisfy the reasonable short-term working capital needs of the Company and its Subsidiaries. With respect to the cash on hand of any Subsidiaries of the Company, “Freely Available Cash” shall exclude any cash on hand which may not be distributed, contributed or otherwise delivered to the Company and into the Exchange Fund in accordance with applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests.
Freely Available Cash means unrestricted cash on hand of the Company held in the account set forth on Schedule A less the Company Transaction Costs. "Freely Available Cash" shall exclude any cash that cannot be deposited with the Exchange Agent pursuant to Section 2.03 under Applicable Law (including laws relating to solvency, adequate surplus and similar capital adequacy tests) or under any Contract binding upon the Company or any of its Subsidiaries or any Permits affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries.
Freely Available Cash shall exclude any cash that cannot be deposited with the Exchange Agent pursuant to Section 2.03 under Applicable Law (including laws relating to solvency, adequate surplus and similar capital adequacy tests) or under any Contract binding upon the Company or any of its Subsidiaries or any Permits affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries.
Freely Available Cash has the meaning assigned to that term in Section 3.2(a).
Freely Available Cash means, as determined by the Company, unrestricted cash on hand of the Company and the Company Subsidiaries less (1) any unpaid fees and expenses incurred or expected to be incurred by the Company in connection with this Agreement and the Transactions, (2) the amount of any payments to employees and former employees required by any of the Benefit Plans as a result of the Transactions, (3) the cost of the "tail" policy contemplated by Section 6.8 and (4) an amount required to satisfy the reasonable short-term working capital needs of the Company and the Company Subsidiaries. With respect to the cash of any Company Subsidiaries, "Freely Available Cash" shall exclude any cash which, as determined by the Company, cannot be distributed, contributed or otherwise delivered to the Company (i) in accordance with applicable Laws, including those relating to solvency, adequate surplus and similar capital adequacy tests, (ii) without the incurrence of any Tax obligation by the Company or any of the Company Subsidiaries attributable to such distribution, contribution or other delivery, or (iii) without breaching any obligation in any Contract to which the Company or any Company Subsidiary is a party.