Closing Net Cash definition

Closing Net Cash means an amount, which may be positive or negative, equal to (a) Cash less (b) Closing Indebtedness.
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Closing Net Cash means, without duplication, (i) the Company’s cash, cash equivalents and investments as of the Cash Determination Time, determined in accordance with GAAP, applied on a basis consistent with the Company’s application thereof in the Company’s consolidated financial statements, minus (ii) Indebtedness of the Company and its subsidiaries as of the Cash Determination Time, minus (iii) the Transaction Expenses, minus (iv) the Estimated Costs Post-Merger Closing, minus (v) $350,000 for the CVR Expense Cap under the CVR Agreement.
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Closing Net Cash means the difference between (a) the Closing Cash and (b) the Closing Indebtedness. For purposes of this definition, if the Closing Indebtedness exceeds the Closing Cash, then the Closing Net Cash amount will be represented by a negative number.
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Examples of Closing Net Cash in a sentence

  • The Closing Cash Calculations shall include the Company’s determination, as of the Cash Determination Time, of the Closing Net Cash and each component thereof.

  • If this Section 2.01(c)(vi) applies as to the determination of the Closing Net Cash at the Cash Determination Time with respect to a scheduled expiration of the Offer, upon resolution of the matter in accordance with this Section 2.01(c)(vi), the parties shall not be required to determine Closing Net Cash again (solely with respect to such applicable scheduled expiration of the Offer) even though such applicable expiration of the Offer may occur later.

  • The Company and Parent shall promptly deliver to the Accounting Firm the work papers (subject to execution of customary work paper access letters if requested by the auditor of the Company) and back-up materials used in preparing the Closing Net Cash Schedule and the Dispute Notice, and the Company and Parent shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within three (3) Business Days of accepting its selection.

  • The determination of the amount of Closing Net Cash made by the Accounting Firm shall be made in writing delivered to each of the Company and Parent, shall be final and binding on the Company and Parent and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Closing Net Cash at the Cash Determination Time for purposes of this Agreement.

  • If reasonably requested by Parent, access to the Company’s accountants and counsel at reasonable times and upon reasonable notice will be provided by Company in order to permit Parent to review the Closing Net Cash Calculation.


More Definitions of Closing Net Cash

Closing Net Cash means (without duplication) an amount equal to (i) the consolidated cash and cash equivalents of the Company and its Subsidiaries, excluding settlement-related cash, determined in accordance with US GAAP, plus (ii) Fintex Bonds; plus
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Closing Net Cash means, without duplication, (i) the sum of the Company’s cash and cash equivalents and marketable securities as of the Offer Closing Time, determined in accordance with GAAP, applied on a basis consistent with the Company’s application thereof in the Company’s consolidated financial statements, plus (ii) the prepaid expenses, receivables and deposits of the Company set forth on Schedule 1.01, minus (iii) the sum of the Company’s consolidated short-term and long-term contractual obligations and liabilities (x) accrued or incurred by or on behalf of the Company as of the Offer Closing Time of the type described on Schedule 1.02 or (y) accrued at the Offer Closing Time and that would be required to be set forth in a balance sheet prepared pursuant to GAAP (excluding Transaction Expenses), but excluding, for the avoidance of doubt, any of the foregoing that have been assumed by an acquirer in connection with any Permitted Disposition, minus (iv) the Transaction Expenses not paid prior to the Offer Closing Time, and minus (v) the Estimated Costs Post-Merger Closing, but excluding, for the avoidance of doubt, any of the foregoing that have been assumed by an acquirer in connection with any Permitted Disposition, each in a manner consistent with Schedule I hereto, which is attached for illustrative purposes only.
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Closing Net Cash means (i) the sum of the aggregate cash and cash equivalents (including marketable securities, short-term investments, security deposits, and cash in the following reserve accounts or cash escrow accounts: N/A) of the Company, minus (ii) the amount of Estimated Indebtedness of the Company under Section 3.2(a).
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Closing Net Cash means any Net Cash as of the Closing.
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Closing Net Cash means the amount (which may be a negative amount) of Closing Cash, less the amount of Closing Indebtedness.
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Closing Net Cash shall have the meaning set forth in Section 2.04(a).
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Closing Net Cash means, with respect to Group Companies as of the close of business on the Closing Date: (a) Company Cash minus (b) Indebtedness of the Group Companies. For the avoidance of doubt, Closing Net Cash may be a positive or negative number.
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