Company Net Cash means, as of any date of determination, (i) the Cash on Hand as of such date plus (ii) all accounts receivable of the Group Companies (net of appropriate reserves in accordance with GAAP), minus (iii) all accounts payable of the Group Companies, in each case, excluding all intercompany receivables and intercompany payables, and as set forth on the consolidated balance sheet of the Group Companies prepared pursuant to the Accounting Principles.
Company Net Cash means, without duplication and consistent with Schedule I, (a) the sum of (i) the Company’s and the Company’s Subsidiaries’ Cash and Cash Equivalents, and (ii) to the extent not already reflected in Cash and Cash Equivalents, the aggregate amount of all deposits, prepaid expenses, and including short term investments held by the Company or its Subsidiaries (in each including any interest, earnings or other income earned thereon), in each case as of the Anticipated Closing Date, minus (b) the sum of the Company’s short and long term liabilities, including accounts payable and accrued expenses (without duplication of any expenses accounted for below), in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with the Company’s audited financial statements and the Company Balance Sheet to the extent consistent with GAAP, minus (c) the amount of all fees and expenses incurred by the Company and the Company Subsidiaries in connection with the transactions contemplated by this Agreement, including for the avoidance of doubt Transaction Expenses of the Company and the Company Subsidiaries, to the extent unpaid as of the Closing, minus (d) the cash cost of any unpaid change of control payments or severance, termination or similar payments pursuant to a Contract, plan or applicable Law that are or become due to any current or former employee, director or independent contractor of the Company and the Company Subsidiaries, or any other third party arising out of, relating to, or in connection with the occurrence of the Closing, minus (e) the cash cost of any paid time off, accrued and unpaid retention payments or other bonuses due to any current or former employee, director or independent contractor of the Company and the Company Subsidiaries as of the Closing Date, minus (f) all payroll, employment or other withholding Taxes incurred by the Company and the Company Subsidiaries and any Company Associate (to the extent paid or to be paid by the Company on the behalf of such Company Associate) in connection with any payment amounts set forth in clauses (d) or (e) and the exercise of any Company Option on or prior to the Effective Time, minus (g) the cash cost of any unpaid retention payment amounts due under any insurance policy with respect to any Legal Proceeding against the Company or any Company Subsidiary, minus (h) the expected cost and expenses of the aggregate liability ...
Company Net Cash means, without duplication and determined in a manner consistent with the manner in which such items were historically determined and in accordance with the Company’s financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents, the Company Audited Balance Sheet and/or the Company Audited Balance Sheet, and Schedule I of the Company Disclosure Schedule (a) the sum of the Tetraphase Companies’ Cash and Cash Equivalents, in each case as of the Anticipated Closing Date, minus (b) the amount of all fees and expenses incurred by the Tetraphase Companies in connection with the Contemplated Transactions, including for the avoidance of doubt Transaction Expenses of the Tetraphase Companies, to the extent unpaid as of the Closing, minus (c) the cash cost of any unpaid “single trigger” (or “double trigger,” to the extent the second trigger occurs in connection with or within 90 days following the Closing) change of control payments or severance, termination or similar payments pursuant to a Contract or applicable Legal Requirements that are or become due to any current or former employee, director or independent contractor of the Tetraphase Companies, minus (d) the cash cost of any accrued and unpaid retention payments or other bonuses due to any current or former employee, director or independent contractor of the Tetraphase Companies as of the Closing, minus (e) all payroll or employment Taxes incurred by the Tetraphase Companies in connection with any payment amounts set forth in clauses (c) or (d), the exercise of any Company Option at or prior to the Effective Time, or the vesting and settlement of Company RSUs or Company PRSUs at or prior to the Effective Time (including, for the avoidance of doubt, pursuant to Section 5.3(a)), minus (f) all withholding Taxes deducted or withheld on or prior to the Closing Date and not paid to the appropriate Governmental Body prior to the determination of Company Net Cash, minus (g) the expected costs and/or any premium related to the D&O Tail Policy, minus (h) the amount of any accounts payable of the Tetraphase Companies to the extent such Tetraphase Company is delinquent in payment by more than 60 days, minus (i) payments of the unpaid deductible amount under the Company’s D&O insurance reasonably expected to be payable in connection with Legal Proceedings initiated following the date of this Agreement and before the Closing assumed by the insurer or expected to be ...
Examples of Company Net Cash in a sentence
The fees and expenses of the Accounting Firm shall be allocated between Apricus and the Company in the same proportion that the disputed amount of the Company Net Cash that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Company Net Cash amount.
Notwithstanding anything to the contrary in Section 4.1, for each Fiscal Year of the Company, Net Cash Flow shall be distributed on at least an annual basis.
Any Apricus Dispute Notice shall identify in reasonable detail the nature and amounts of any proposed revisions to the Company Net Cash Calculation.
The Company shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Company Net Cash Schedule, and Apricus and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within ten calendar days of accepting its selection.
The Company shall make available to Apricus, as reasonably requested by Apricus, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if requested by Apricus, the Company’s accountants and counsel at reasonable times and upon reasonable notice for the purpose of verifying the Company Net Cash Calculation.
More Definitions of Company Net Cash
Company Net Cash means (i) Company Cash less (ii) Company Debt.
Company Net Cash means (a) the sum of (without duplication) and as of the Company Net Cash Measurement Date, (i) the Company’s Cash and Cash Equivalents and (ii) the Company’s prepaid expenses referenced on Schedule 5.22(a), in each case, determined in a manner substantially consistent with the manner in which such items were determined for the Company Financials, minus (b) the sum of (without duplication) (i) the Company’s accounts payable and accrued expenses (including accrued tax liabilities, but excluding accrued expenses which are Company Transaction Expenses) and the Company’s other current liabilities payable in cash, in each case as of the Company Net Cash Measurement Date and determined in a manner substantially consistent with the manner in which such items were determined for the Company Financials, (ii) any Company Transaction Expenses, and (iii) any indebtedness for borrowed money of the Company as of the Company Net Cash Measurement Date, but excluding any indebtedness arising under a Permitted Bridge Financing that is converted into Company Capital Stock or Parent Common Stock in connection with the Closing; and (iii) to the extent not otherwise included as a Company Transaction Expenses or under clause (i), the amounts referenced in all Company Representative Confirmation Letters. For the avoidance of doubt, (A) Company Net Cash may be a positive or negative number and (B) neither cash proceeds received nor indebtedness incurred in a Permitted Post-Measurement Date Financing shall be included in the calculation of Company Net Cash.
Company Net Cash means (i) the Company’s total cash, cash equivalents and marketable securities (each as defined by and determined in accordance with US GAAP as applied in the Company Balance Sheet) less (ii) the Company Debt (as defined by and determined in accordance with US GAAP as applied in the Company Balance Sheet). For purposes of calculating Company Net Cash, the Company’s cash shall include cash received by the Company upon the exercise and cash payment for Company Warrants, if any.
Company Net Cash means the amount (if any) by which the Cash and Cash Equivalents exceeds the Indebtedness of the Company Entities, in each case calculated as of the Determination Time in accordance with the Accounting Principles. For the avoidance of doubt, if the Cash and Cash Equivalents is less than such Indebtedness, the Company Net Cash shall be zero (0).
Company Net Cash means, with respect to the Company and its Subsidiaries on a consolidated basis as of the close of business on the Closing Date, (I) the sum of (a) the fair market value (expressed in United States dollars) of all cash in the Company’s and its Subsidiaries’ bank, lock box and other accounts, net of all “cut” but un-cashed checks issued from such accounts, plus (b) pending electronic transfer or other deposits to such accounts, plus (c) the fair market value of marketable securities owned by such Person and its Subsidiaries as determined in accordance with GAAP, plus (e) the fair market value of any money market instruments, treasury bills, short-term government bonds or commercial paper held by such Person and its Subsidiaries plus (f) any other items considered by GAAP to constitute cash and cash equivalents for purposes of preparing a balance sheet in accordance with GAAP plus (g) the aggregate amount of all prepaid expenses and receivables that will be utilized by Parent and/or the Surviving Company on and following the Closing plus (h) the aggregate amount of the Company’s Transaction Costs that have been paid prior to the Closing in an amount not to exceed $5,000,000, plus (i) the aggregate amount of any Covered Employee Transaction Costs that have been paid prior to the Closing, plus (j) the aggregate amount of Permitted Bonuses that have been paid prior to the Closing in an amount not to exceed $2,473,000; minus (II) the sum of (without duplication) (v) the Company and its Subsidiaries’ accounts payable and accrued expenses in excess of $3,320,000, plus (w) the Company and its Subsidiaries’ other short-term liabilities, including under operating leases (excluding, in each case of the foregoing clauses (v) and (w), any amounts comprising the Company’s Transaction Costs or Employee Transaction Costs or any non-cash lease liability resulting from the Company’s GAAP lease accounting), plus (x) the aggregate amount, if any, of the Company’s Transaction Costs (whether paid prior to the Closing or unpaid as of the Closing) in excess of $5,000,000, plus (y) the amount, if any, by which the Permitted Bonuses (whether paid prior to Closing or unpaid as of the Closing) exceed $2,473,000 plus (z) the aggregate amount, if any, of the Company’s liabilities or obligations in respect of any severance, change in control or other payments that are or could become due to any Company Employee as a result of the consummation of the Contemplated Transactions or a termina...
Company Net Cash means the sum of the Company’s Cash and Cash Equivalents, in each case as of the Measurement Time, in each case determined in a manner consistent with the manner in which such items were determined for Company’s most recent financial statements.
Company Net Cash means, as of the Determination Date, Company’s (a) cash and cash equivalents minus (b) restricted cash minus (c) all indebtedness or other obligation for borrowed money minus (d) all payments or obligations, whether absolute, contingent or otherwise, relating to termination of employment or service prior to or following the Closing, including severance, minus (e) all payments due as a result of the transactions contemplated by this Agreement that are not Transaction Costs minus (f) Transaction Costs minus (g) all accounts payable (excluding any amounts in dispute, which shall be subject to clause (i) of this definition) minus (h) all accrued expenses minus (i) the amount of any disputed portion outstanding under any Company Contract that Company would, if such dispute is resolved adversely to Company, be required to pay minus (j) all payables or obligations, whether absolute, contingent or otherwise, related to Company’s lease obligations (net of any rights of Company to receive payments relating to the property subject to such lease obligation under a sublease or otherwise) minus (k) all reserves for Legal Proceedings (other than a reserve of up to $1,000,000 representing the deductibles under applicable Company Insurance Policies, in respect of any stockholder or derivative litigation arising from or relating to this Agreement or the transactions contemplated hereby) minus (l) all other current and long-term liabilities of the Acquiring Companies not reflected in clauses (a) through (k) above (including, to the extent not reflected in clauses (a) through (k) above, all liabilities, or reasonable estimates thereof, relating to the winding down of the Company’s prior research and development activities) plus (m) all prepaid Company expenses listed on Part A of the Company Disclosure Schedule plus (n) any deductibles paid under applicable Company Insurance Policies, up to $1,000,000, in respect of any stockholder or derivative litigation arising from or relating to this Agreement or the transactions contemplated hereby plus (o) Stamp Taxes paid or accrued plus (p) Excluded Charges paid plus (q) Transaction Costs of Company that relate directly to the evaluation and implementation of an amendment to this Agreement agreed to by Company pursuant to its obligation to cooperate pursuant to Section 6.19, if any, plus (r) if Company Net Cash, as of the Determination Date, would but for this clause (r) be less than $21,000,000, Excluded Printer Expenses, if any. Co...