Net Closing Cash is defined as an amount of cash, as determined immediately prior to the Closing of the transactions contemplated by the Business Combination Agreement, calculated as follows: Cash in Trust in MEOA’s Trust Account (the “Trust Account”), gross of redemptions, plus (x) the amount of any third party investments that are made into MEOA at or about the time of the Closing of the transactions contemplated by the Business Combination Agreement, (y) any cash that is in the operating account of MEOA, and (z) fifty percent (50%) of the net proceeds received as a result of the issuance by the Company of its securities in connection with the Closing of the transactions contemplated by the Business Combination Agreement, if any, and minus (1) the aggregate amount of all redemptions from the Trust Account, (2) repayment to the Sponsor of any loans that have been made by the Sponsor (or its affiliates) to MEOA, (3) the payment of expenses that are payable by MEOA, and (4) fifty percent (50%) of the cash portion of the fee payable for the fairness opinion delivered to the Board of Directors of MEOA in connection with the transactions contemplated by the Business Combination Agreement. For the avoidance of doubt: (A) amounts paid in stock will not be included in Net Closing Cash; (B) cash on the balance sheet of the Company will not be included in Net Closing Cash; (C) Net Closing Cash will not include cash transaction expenses of the Company; and (D) the loan(s) from the Sponsor include extension fees and working capital loan(s).
Net Closing Cash means (i) the Closing Cash; minus (ii) the sum of (1) all Debt of A2iA and its Subsidiaries (other than the Convertible Bonds) as of March 31, 2018; plus (2) all interest accrued on such Debt between March 31, 2018 and the Closing Date; minus (iii) the Convertible Bonds Consideration; minus (iii) the Class A Dividend.
Net Closing Cash means (a) on the Effective Date, the Debtors' Cash on hand as of the Effective Date (excluding the Cash Purchase Price), less the aggregate amount of all payments (or reserve for payments) for obligations and projected obligations of the Debtors, the Plan Administrator and the Post-Confirmation Estate, including, the Post-Confirmation Estate Expenses, any obligations or projected obligations for Administrative Claims, the estimated costs and expenses incurred to administer and satisfy all obligations of the Post-Confirmation Estate and all other obligations arising under the Plan, incident to the assumption of Assumed Contracts, or performance of the Purchase Agreement (including any termination fee or expense reimbursement obligation to Sun Capital) and (b) thereafter, Cash of the Post-Confirmation Estate, determined from time to time after the Effective Date, which was previously reserved under the foregoing clause (a) for the actual or anticipated obligations specified therein, if, as and when the reservation of such Cash is no longer necessary due to disallowance, in whole or in part, reduction of the actual or anticipated underlying obligations or assumption by Reorganized WebLink Wireless, with the consent of the Debtors or the Plan Administrator, of such actual or anticipated underlying obligations, and in each case, as such reserves are determined from time to time by the Debtors or the Plan Administrator, subject at any time to review by the Bankruptcy Court.
Examples of Net Closing Cash in a sentence
For the avoidance of doubt: (A) amounts paid in stock will not be included in Net Closing Cash; (B) cash on the balance sheet of the Company will not be included in Net Closing Cash; (C) Net Closing Cash will not include cash transaction expenses of the Company; and (D) the loan(s) from the Sponsor include extension fees and working capital loan(s).
If the Closing occurs, the Gross Closing Cash Payment shall be reduced by the amount of the Good Faith Deposit (such resulting amount, the “ Net Closing Cash Payment”), to be paid and delivered in accordance with Section 3.3(a).
The Purchase Price shall be subject to adjustment at the Closing, and the Net Closing Cash Consideration shall be subject to adjustment following the Closing, in each case, in accordance with this Section 2.05 and Section 2.06.
All calculations of the Class A Net Closing Cash Adjustment, the Class B Net Closing Cash Adjustment, the Class C Net Closing Cash Adjustment, the Class D Net Closing Cash Adjustment, the Class A Cash Consideration, the Class B Cash Consideration, the Class C Cash Consideration and the Class D Cash Consideration (or any components thereof) shall be made after eliminating any intercompany items between or among any of the Company Group Members.
As of the Closing, Parent shall, or shall cause Purchaser to, have sufficient liquid cash resources to pay the Aggregate Net Closing Cash Allocation Amount to the Selling Shareholders pursuant to this Agreement and to deliver the Escrow Amount to the Escrow Agent pursuant to this Agreement and the Escrow Agreement.
More Definitions of Net Closing Cash
Net Closing Cash means, as of the Adjustment Time, the consolidated cash of the Company and its Subsidiaries, net of (i) checks issued by the Company or any Subsidiary which have not yet been cashed or otherwise debited to the Company’s or such Subsidiary’s bank accounts, (ii) electronic payments by the Company or any Subsidiary that are in process but not yet drawn from its bank accounts, in each case as determined in accordance with GAAP, (iii) cash held as deposits for the account of Third Parties, and (iv) the $25,000 of cash deposited with the Stockholders’ Representative for funding of the Expense Fund.
Net Closing Cash means (a) the sum of all cash that is available without restriction for use by the Surviving Entity immediately following the Second Effective Time, and for the avoidance of doubt after deducting the amount required to satisfy the Plum Shareholder Redemption, minus (b) the sum of (i) any then unpaid Plum Transaction Expenses (which for the purposes of this definition shall include any then-unpaid obligations under any Contracts to which Plum is a party), (ii) any Indebtedness of Plum and (iii) any Liabilities pursuant to any Bridge Financing, or other Indebtedness of the Company incurred after the date of this Agreement that is required to be repaid at, or within six months after, the First Effective Time, plus (c) to the extent paid prior to the First Effective Time, or accrued but unpaid and included in clause (b), the reasonable fees and expenses of Plum’s outside counsel, and the costs of any settlement effected in compliance with Section 9.08, in each case, with respect to any Transaction Litigation.
Net Closing Cash means (a) the Available Closing Cash minus (b) the Unpaid Expenses.
Net Closing Cash means the result of (i) the Corporation’s cash on hand as of the Closing Date, plus (ii) an estimate of the deferred or unearned revenue obligations of the Corporation reasonably anticipated to be collected within 90 days of the Closing Date which has been determined by the Purchaser and the Active Shareholders to be $35,000, minus (iii) identified ordinary course trade payables as of the Closing Date, minus (iv) other identifiable liabilities of the Corporation as of the Closing Date;
Net Closing Cash means an amount equal to (a) the Closing Cash, less (b) the Closing Date Indebtedness (if any), less (c) the amount (if any) of unpaid Transaction Expenses as of the Effective Time, less (d) the aggregate amount of accrued expenses and accounts payable (in each case determined in accordance with GAAP) of the Company as of immediately prior to the Effective Time, less (e) [*]; provided, however, that the Net Closing Cash shall not be reduced for any accrued expenses and accounts payable that are (x) paid by checks deducted from Cash pursuant to clause (i) of the definition of the term “Cash”, (y) payment obligations of the Company or the Surviving Corporation pursuant to this Agreement, the Carve Out Plan or any Ancillary Agreement or (z) [*].
Net Closing Cash means the Company’s net closing cash position as of the Effective Time calculated in accordance with the categories and methodologies set forth on Schedule 1 attached hereto.
Net Closing Cash means the Company’s cash, cash equivalents and short-term investments minus interest-bearing Indebtedness and Transaction Expenses, in each case as determined in accordance with GAAP calculated immediately before, and without giving effect to, the Closing (provided, that any such Indebtedness or Transaction Expenses which will be paid by reduction of the Closing Cash Payment shall not be deducted from Net Closing Cash).