Net Debt Excess definition
Net Debt Excess means the amount (if any) by which the Actual Net Debt Amount is greater than the Estimated Net Debt Amount (expressed as a negative number);
Net Debt Excess the amount (if any) by which the Actual Net Debt Amount exceeds the Estimated Net Debt Amount;
Net Debt Excess means the amount by which the Estimated Net Debt Amount exceeds $45,000,000. As an example, if the Estimated Net Debt Amount is $46,000,000, the Net Debt Excess will be $1,000,000, the Stockholders Shares Decrease Amount will be $1,000,000 divided by $7.85, or 127,389 shares (and an aggregate of 11,822,611 Stockholders Shares will be issued under Section 1.6). Notwithstanding anything herein to the contrary, the Stockholder Shares Decrease Amount shall not exceed the number of Escrow Shares.
(g) As soon as practicable after the Closing, but not later than sixty (60) days after the Closing, the Representative (as defined in Section 1.12(b)) shall use its commercially reasonable best efforts to deliver to the Committee a statement (the “Closing Net Debt Statement”) showing, in reasonable detail, the calculation of PRWT’s Net Debt as of the Closing (the “Closing Net Debt Amount”). The Committee and PRWT shall cooperate with the Representative in connection with the preparation of the Closing Net Debt Statement. If the Representative does not receive written notice from the Committee disputing the Closing Net Debt Statement within the fifteen (15) day period mentioned in Section 1.7(k) below, then the Closing Net Debt Statement shall become final and binding on the parties. The costs and expenses of the preparation of the Closing Net Debt Statement shall be borne by the Surviving Pubco.
(h) If the Closing Net Debt Amount (as finally determined, pursuant to Section 1.7(g) or (k), as applicable) is less than the Estimated Net Debt Amount, the Surviving Pubco shall issue to the Stockholders, within ten (10) days after the final determination of the Closing Net Debt Amount, shares of PRWT Common Stock equal to (x) the amount by which the Closing Net Debt Amount is less than the Estimated Net Debt Amount divided by (y) $7.
Examples of Net Debt Excess in a sentence
Similarly, in order to place GGO and the Company in the same economic position as they would have been had the actual amount of such settlement and/or allowance been used for purposes of calculating the Indemnity Cap, the Indemnity Cap shall be re-calculated and adjusted to reflect determination of the Net Debt Surplus Amount or Net Debt Excess Amount using the Adjusted CDND.
Notwithstanding the foregoing, no adjustment shall be made to the Share Number pursuant to this Section 1.5(b)(i)(B) unless the Net Debt Excess Amount or Net Debt Shortfall Amount is greater than $1,000,000.
Provided, however, that in either event, such adjustment shall only be made to the extent such Net Debt Excess Amount or Net Debt Shortfall Amount is greater than or less than $1,000,000, as applicable.
If there is an Net Debt Excess, Seller shall pay Buyer in cash an amount equal to forty percent (40%) of such excess.
More Definitions of Net Debt Excess
Net Debt Excess means the amount (if any) by which the Actual Net Debt Amount exceeds the Estimated Net Debt Amount; “Net Debt Shortfall” means the amount (if any) by which the Actual Net Debt Amount is less than the Estimated Net Debt Amount; “Offer” has the meaning given in clause 4.1 and means the offer to be made by Qorvo to acquire the Shares and the Contingent Securities from the Selling Shareholder pursuant to this Deed; “Offer Confirmation Notice” has the meaning given in clause 4.1(f); “Offer Document” means the document to be delivered to all Selling Shareholders in connection with the Offer, in substantially the form set out in Schedule 4, with such revisions and additions as may be deemed appropriate or required under any applicable securities laws and regulations or any other Applicable Laws; “Offer Period” has the meaning given in clause 4.1(h); “Option” has the meaning given in clause 4.1; “Option Notice” has the meaning given in clause 4.1(c); “Option Period” has the meaning given in clause 4.1(a) and includes the Initial Option Period and any Extended Option Period; “Ordinary Shares” has the meaning given in the Articles of Association; “Other Shareholder(s)” means those persons listed in Part B of Schedule 2 and any other person who holds Shares in the Company from time to time, excluding the Major Investors, the Committed Shareholders and the Executive Optionholders; and Part B of Schedule 2 (Schedule of Shareholders) shall be updated as necessary to add any such additional Other Shareholders; “Overpayment Amount” has the meaning given in clause 7.3(c); “Parent” means Qorvo, Inc., a Delaware corporation; “Parent Stock Completion Value” means the volume weighted average of the daily closing prices per share of the common stock of Parent on NASDAQ (or other primary market or exchange on which such stock is then trading) for the five (5) consecutive trading days ending on and including the trading day immediately preceding the date of Completion, as reported (by Bloomberg Financial Markets) in composite transactions for NASDAQ (or such other market or exchange); “Payments Administrator” means Acquiom Clearinghouse LLC, a Delaware limited liability company, which will be engaged to process certain payments hereunder pursuant to the Payments Agreement in connection with the Completion;
Net Debt Excess has the meaning set forth in SECTION 2.6(D)(I).
Net Debt Excess. Section 1.7(f)
Net Debt Excess means the amount (if any) by which the Actual Net Debt Amount exceeds the Estimated Net Debt Amount;