Remaining Cash Amount means $32,000,000 less the amount of the Series B Preference Amount;
Remaining Cash Amount is defined in Section 2.2(f).
Remaining Cash Amount means (i) the Adjusted Cash Amount minus (ii) the amount of cash paid in respect of shares of Company Common Stock in the Offer.
Examples of Remaining Cash Amount in a sentence
Payment of the Remaining Cash Amount will be made by or on behalf of the Company substantially contemporaneously with the Closing as set forth in Section 1.2(b)(v).
Substantially contemporaneously with the Closing, as set forth in Section 1.2(b)(v), the Company will pay or cause to be paid to the Series B Shareholder the Remaining Cash Amount for its Repurchased Shares using the payment instructions set forth in the Repurchase Schedule.
The Parent will distribute the Remaining Cash Amount pursuant to the Merger in respect of shares of Company Common Stock to be exchanged pursuant to the Merger.
The Parent will not pay more in cash for the shares of Company Common Stock to be exchanged pursuant to the Merger than the Remaining Cash Amount, subject to increase for fractional shares.
Payment of the Remaining Cash Amount will be made by BCAC on behalf of VWE substantially contemporaneously with the closing of the transactions.
More Definitions of Remaining Cash Amount
Remaining Cash Amount means the Aggregate Cash Amount less the Xxxxxxxxx Xxxxxx 0 Xxxx Xxxxxx.
Remaining Cash Amount equals (i) the Available Cash Election Amount, minus (ii) the product of (a) the Per Share Upfront Cash Consideration, multiplied by (b) the Total Cash Election Shares.
Remaining Cash Amount means the Aggregate Cash Amount l ess the Aggregate Merger 2 Cash Amount. “Remaining Stock Amount” means the Aggregate Stock Amount l ess the Aggregate Merger 2 Stock Amount. “Representatives” has the meaning set forth in S ection 6.2.
Remaining Cash Amount means the sum of (i) cash, cash at hand, liquid money market investments minus (ii) any interest bearing indebtedness owed to banks and financial institutions, owned by the entities listed in Exhibits B and C as of the Closing Date.
Remaining Cash Amount has the meaning specified in Section 2.2(h).
Remaining Cash Amount shall be determined as of 6:00 p.m. (Denver, Colorado time) on the day immediately preceding the Closing (the "Determination Time") and shall be equal to the sum of (i) all cash and cash equivalents of the Company and its Subsidiaries as of the Determination Time (including any negative cash balance) and (ii) (without duplication) all cash, checks and wire transfers received by the Company or its Subsidiaries but not yet deposited in the bank accounts of the Company or its Subsidiaries as of the Determination Time, less the sum of (i) all checks and other withdrawals drawn on or against the bank accounts of the Company and its Subsidiaries which have not been honored by such banks as of the Determination Time, (ii) the fees and expenses payable to the Broker and Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., to the extent not already paid, and (iii) to the extent that the day immediately preceding the Closing is not a payroll date for the Company, the unpaid gross payroll (including the employer portion of all payroll taxes) for the employees of the Company and its Subsidiaries from the payroll date immediately preceding the Closing through the day immediately preceding the Closing, such amount in this subpart (iii) to be calculated by summing the products of the per xxxx xxxxx payroll amount (including the employer portion of all payroll taxes) for each employee of the Company and its Subsidiaries (as set forth in SCHEDULE 2.2(H)) and the number of days from such preceding payroll date through the day immediately preceding the Closing. The Net Cash shall be increased by the amount by which the Remaining Cash Amount exceeds $1 million and shall be decreased by the amount by which the Remaining Cash Amount is less than $1 million. Notwithstanding the foregoing, if, within 20 business days of the Closing, the parties hereto determine that the Remaining Cash Amount was incorrect, and such revised Remaining Cash Amount (the "Revised Remaining Cash Amount") is in excess of the Remaining Cash Amount, Buyer shall pay to Share Sellers and Option Holders an additional amount equal to such excess as additional Net Cash (such amount to be paid in proportion to the number of shares of Common Stock held by them immediately prior to Closing, calculated on a fully diluted basis). If the Revised Remaining Cash Amount is less than the Remaining Cash Amount, the Share Sellers and Option Holders will pay to Buyer, as a partial refund of the Net Cash, an amount equal to such defi...
Remaining Cash Amount means the Aggregate Cash Amount less the Aggregate Merger 2 Cash Amount.