Net Cash at Closing definition

Net Cash at Closing mean the difference between (1) the sum of the Company's cash and cash equivalents and accounts receivable, net of customary reserves for doubtful accounts, and (2) the sum of the Company's (i) trade accounts payable, (ii) accrued liabilities with respect to attorneys' fees, investment banker fees, accountants' fees, consulting fees, rent, return of the Company's New York sublease deposit, employee compensation (including wages, bonuses, commissions, severance and accrued vacation), settlement of the Company's lease obligations, purchase of directors' and officers' insurance (including "tail" insurance to be in effect for not more than three (3) years after the Closing) and taxes and (iii) other liabilities that are accrued or required to be accrued associated with the business operations of the Company excluding warranty accruals, deferred revenues and other reasonable accruals that do not represent an obligation to make cash payments; provided, however, that "Net Cash" shall not be less than zero and shall be calculated as of the earlier to occur of March 31, 2003 and the close of business five (5) business days prior to the Closing, and that "Net Cash at Closing" shall be calculated at the close of business five (5) business days prior to the Closing; and provided, further, that in each case the Company shall accrue all liabilities for investment banking fees, attorneys' fees, accountants' fees and for the purchase of directors' and officers' insurance and other expenses associated with the Closing of the transaction contemplated by this Agreement that the Company reasonably expects to accrue between said calculation date and the Closing. An illustration of the manner of calculation of Net Cash is included in Section 9.3(o) of the Company Letter.
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Net Cash at Closing has the meaning set forth on Schedule 3.1.
Sample 1
Net Cash at Closing means unrestricted cash held in accounts of, and controlled by, the Company, minus indebtedness to third parties for borrowed money, adjusted (as provided in this Section 1.6(c)(ii)). In calculating the Net Cash at Closing, (A) reasonable out-of-pocket Transaction Costs paid by the Company at the Closing which were incurred in connection with this Agreement and the transactions contemplated hereby shall be treated as unrestricted cash held and controlled by the Company; (B) Trade Payables that by their terms are more than fifteen (15) days past due shall be treated as having been paid by the Company and shall be deducted from (and shall not be counted as) unrestricted cash and (C) Trade Payables that are due on the Closing Date or between one (1) and fifteen (15) days (inclusive) past due shall be treated as having been paid by the Company and shall be deducted from net cash (and shall not be counted as unrestricted cash) to the extent the total amount of such payables exceeds one hundred fifty thousand dollars ($150,000). For the avoidance of doubt, the first one hundred fifty thousand dollars ($150,000) of Trade Payables that are due on the Closing Date or between one (1) and fifteen (15) days (inclusive) past due shall be treated
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Examples of Net Cash at Closing in a sentence

  • The Initial Closing Shares delivered at the Closing pursuant to Section 2.1(a) shall be adjusted to an amount calculated by multiplying the Initial Closing Shares by a fraction, the numerator of which is the Net Cash at Closing as determined by Section 2.10 above and the denominator of which is the Target Net Cash (the “Adjusted Initial Closing Shares”.

  • The Company's Net Cash at Closing shall be at least Two Million Five Hundred Thousand Dollars ($2,500,000).

  • Corautus shall have Net Cash at Closing, determined in accordance with Section 1.7, of at least $11,000,000.

  • If the Estimated Net Cash at Closing is less than the Target Net Cash, the Base Purchase Price shall be reduced, on a dollar-for-dollar basis, by an amount equal to the amount by which the Target Net Cash exceeds the Estimated Net Cash at Closing.

  • PubCo’s Net Cash at Closing shall not exceed negative $4,000,000.

  • The Exchange Ratio is subject to change based upon (i) the WPCS Net Cash at Closing and (ii) the implementation of a reverse stock split and (iii) if the shares issued to Alpha in its capacity as an advisor to DropCar is less than 6,442,163.

  • The Net Cash Closing Certificate (and shall be deemed a representation and warranty of the Company for purposes of Article VIII of this Agreement) that the actual Net Cash at Closing equals the amount set forth in such certificate and that actual Transaction Costs in connection with this Agreement and the transaction contemplated hereby do not exceed the amount of Permitted Expenses.

  • If they are minded to do so, they will inform the customer of this and their reasons for the decision and invite the customer's views before making their decision.

  • As further illustrated in Section 6.2(f) of the Company Disclosure Letter, the (x) final Net Cash at Closing, Transaction Expenses and Excess Earnout calculations shall have been determined as provided in Section 5.17 and (y) the Net Cash of the Company and its Subsidiaries at Closing plus an amount equal to $1,000,000, less the amount of (i) the unpaid Transaction Expenses and (ii) the Excess Earnout (such amount, the “Closing Net Cash”), shall be an amount not less than positive $1,000,000.

  • All legal, accounting, investment banking, brokers or finders, and other costs and fees incurred by Tempus or the Shareholders in connection with the transactions contemplated by this Agreement shall be borne and paid for solely by the Shareholders; provided, that Tempus may pay such costs and fees prior to Closing as long as the Net Cash at Closing is not less than $500,000 and Net Working Capital is not less than $2,309,000.


More Definitions of Net Cash at Closing

Net Cash at Closing has the meaning set forth in Section 1.6(c)(iii).
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Net Cash at Closing means an amount equal to the sum of: (i) the Cash and Cash Equivalents of the Company and its Subsidiaries as of the close of business on the Closing Date, plus (ii) all amounts due under the Stockholder Notes Receivables as of immediately prior to the Effective Time, minus (iii) Indebtedness of the Company and its Subsidiaries as of immediately prior to the Effective Time, minus (iv) Transaction Costs.
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Related to Net Cash at Closing

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Net Cash means the cash proceeds (net of cash taxes paid and reasonable and customary costs paid to unrelated and unaffiliated third parties in connection with a particular transaction) arising from any Excess Cash Event.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Working Capital Escrow Amount means $1,000,000.

  • Cash on Hand means, as of any date, all xxxxx cash, vault cash, teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Petty Cash means a sum of money set aside on an imprest basis for the purpose of making change or paying small obligations.

  • Adjusted Operating Cash Flow means the net cash provided by operating activities of the Company as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K, adjusted to eliminate the effect on operating cash flows of net customer financing cash flows, as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Adjusted Operating Income for each year in the Performance Period is defined as the Company’s net income from continuing operations as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis), adjusted as set forth in the immediately following sentence. In calculating Adjusted Operating Income, net income from continuing operations shall be adjusted as follows: first (A) remove the after-tax effects of the following items: (i) losses (net of reinsurance) from catastrophes (as designated by the Insurance Service Office’s Property Claims Service Group, the Lloyd’s Claim Office, Swiss Reinsurance Company’s sigma report, or a comparable report or organization generally recognized by the insurance industry, and reported by the Company as a catastrophe); asbestos and environmental reserve charges (or releases); net realized investment gains or losses in the fixed maturities and real estate portfolios; and (ii) extraordinary items, the cumulative effect of accounting changes and federal income tax rate changes, and restructuring charges, each as defined by generally accepted accounting principles in the United States, and each as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis); (B) reduced, as to the first year in the Performance Period (20XX), by $XXXXXX, as to the second year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium, and as to the third year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium; and (C) reduced by an amount intended, as of the date of this award, to approximate historical levels of credit losses (on an after-tax basis) associated with the Company’s fixed income investments, determined by (i) multiplying a fixed factor, expressed as 2.25 basis points, by the amortized cost of the Company’s fixed maturity investment portfolio at the beginning of each quarter during the relevant year in the Performance Period and (ii) adding the after-tax sum of the amounts resulting from (i) for such year in the Performance Period.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Trapped Cash means any cash, checks, rental deposits and bank credit balances that are subject to any restrictions or local exchange control, Tax or other requirements, such that the full amount of such deposits cannot be accessed within 90 days (for the avoidance of doubt, any cash, checks, rental deposits and bank credits balances that are subject statutory reserve that the Company’s PRC Subsidiaries are required to set aside pursuant to PRC laws shall be not be treated as “Trapped Cash”); provided, that any amounts that are subject to short term investments or time deposits with maturities less than 363 days as of any relevant time of determination shall not be deemed “Trapped Cash” unless after such maturity, they would be subject to any of the aforesaid restrictions.

  • Minimum Cash Balance means $10,000,000 minus (i) $500,000, (ii) any amounts to be paid to holders of Allowed Ongoing Trade Claims of New Permian Corp., and (iii) any amounts to be paid to holders of Allowed Cure Amounts pursuant to Section 8.4(ii).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).