SpinCo Cash Amount definition

SpinCo Cash Amount means, whether positive or negative, as of any time, the aggregate amount of cash and cash equivalents held by the members of the SpinCo Group (in each case other than Restricted Cash held by any member of the SpinCo Group), including the amount of any checks and drafts (i) received by a member of the SpinCo Group but not yet deposited and (ii) deposited for the account of a member of the SpinCo Group but not yet cleared as of immediately prior to the Distribution Effective Time (but only to the extent actually cleared thereafter); provided that the value of any cash and cash equivalents held in non-U.S. jurisdictions shall be determined in accordance with the Accounting Principles. As used herein, “drafts” shall include both written and electronic fund transfer orders. The SpinCo Cash Amount will be reduced by an amount equal to any cut but uncashed checks as of immediately prior to the Distribution Effective Time (to the extent that such cut but uncashed checks are drawn from bank accounts that are included in the SpinCo Assets or which obligations otherwise constitute SpinCo Liabilities).

SpinCo Cash Amount means a cash amount set forth on Schedule 1.4.

SpinCo Cash Amount means the aggregate amount of cash and cash equivalents held by SpinCo and its Subsidiaries as of the open of business on the Closing Date, calculated (a) net of issued but uncleared checks and drafts, (b) including the amount of any checks and drafts (i) received by SpinCo and its Subsidiaries but not yet deposited and (ii) deposited for the account of SpinCo or any of its Subsidiaries but not yet cleared and (c) excluding (x) the amount of any Restricted Cash and (y) the amount of any Offshore Cash in excess of the amounts set forth in Schedule 1.01(c) of the Citrix Disclosure Letter. As used herein, “drafts” shall include both written and electronic fund transfer orders.

Examples of SpinCo Cash Amount in a sentence

• Solely to the extent the Aggregate SpinCo Cash Amount exceeds the SpinCo Cash Amount, SpinCo may set off the SpinCo Cash Amount payable by RemainCo to SpinCo by an amount of cash that would otherwise be treated as Distributed Cash.

• Prior to the Distribution Date, SpinCo shall use commercially reasonable efforts to distribute or otherwise transfer to a bank account of RemainCo designated by RemainCo prior to the Distribution Date the excess cash and cash equivalents (net of any issued but uncleared checks) above the Aggregate SpinCo Cash Amount from the account of SpinCo (the aggregate of such excess, “Distributed Cash”).

• It is intended that immediately following the Distribution, the SpinCo Group shall have cash and cash equivalents (net of any issued but uncleared checks) approximately equal to the sum of (i) the SpinCo Cash Amount, plus (ii) the amount set forth on Schedule 3.7, plus (iii) the SpinCo Separation Expenses Amount, plus (iv) the amount of Excess SpinCo Debt Proceeds (such sum, the “Aggregate SpinCo Cash Amount”).

• SpinCo shall keep Badger apprised of changes to the Estimated SpinCo Cash Amount as a result of the occurrence of events between the date of computation of the Estimated SpinCo Cash Amount and the Effective Time.

• At least ten (10) Business Days in advance of the Distribution Date, Moon shall prepare and deliver to SpinCo and Clover a written statement for their review, prepared in accordance with Schedule 2.8(a)(i) and otherwise calculated in accordance with the Accounting Principles (the “ Estimated Closing Statement ” ), setting forth Moon’s good-faith calculations of an estimate of the Closing Working Capital, SpinCo Cash Amount and SpinCo Indebtedness, together with reasonable supporting detail.

More Definitions of SpinCo Cash Amount

SpinCo Cash Amount means the cash amount referred to in Section 2.1(a)(xiv) hereof.

SpinCo Cash Amount means $[•] million.

SpinCo Cash Amount means the aggregate amount of cash and cash equivalents, determined in accordance with the Accounting Principles, in accounts held by a member of the SpinCo Group as of immediately prior to the Distribution Time (the “SpinCo Cash”), reduced by (A) Insurance Proceeds received after the date of the SpinCo Balance Sheet that were generated by Assets that, had the event giving rise to such Insurance Proceeds not occurred, would have been SpinCo Assets (to the extent not previously applied to replace or repair a SpinCo Asset), (B) any cash and cash equivalents received as proceeds of any capital asset divestiture by the SpinCo Business outside the ordinary course of business after the date hereof, (C) any cash deposits, cash or cash equivalents held in escrow accounts and any other cash or cash equivalents that is not immediately available on an unrestricted basis to be used for the payment of obligations and (D) overdrafts and outstanding checks, wire transfers and drafts issued by a member of the SpinCo Group but not yet cleared.

SpinCo Cash Amount means an amount in cash equal to (a) the Minimum Cash Amount, plus (b) the Bonus Amount.

SpinCo Cash Amount means $10,000,000 in cash less any Cash Call Payment made on or prior to the Effective Date;

SpinCo Cash Amount means the amount of cash distributed to Parent in connection with the Distribution as partial consideration for the Contribution, pursuant to the Separation Agreement.

SpinCo Cash Amount means the aggregate amount of cash and cash equivalents, determined in accordance with the Accounting Principles, in accounts held by a member of the SpinCo Group as of immediately prior to the Distribution Time (the “ SpinCo Cash ”), reduced by (A) Insurance Proceeds received after the date of the SpinCo Balance Sheet that were generated by Assets that, had the event giving rise to such Insurance Proceeds not occurred, would have been SpinCo Assets (to the extent not previously applied to replace or repair a SpinCo Asset), (B) any cash and cash equivalents received as proceeds of any capital asset divestiture by the SpinCo Business outside the ordinary course of business after the date hereof, (C) any cash deposits, cash or cash equivalents held in escrow accounts and any other cash or cash equivalents that is not immediately available on an unrestricted basis to be used for the payment of obligations and (D) overdrafts and outstanding checks, wire transfers and drafts issued by a member of the SpinCo Group but not yet cleared.