Target Net Cash definition
Examples of Target Net Cash in a sentence
Parent shall use commercially reasonable efforts to preserve Parent Net Cash (as determined pursuant to Section 1.6), with the goal of Parent Net Cash of at least Parent Target Net Cash at the Effective Time; provided that Company acknowledges that Parent may consume Parent Net Cash in the Ordinary Course of Business and in connection with consummating the transactions contemplated by this Agreement.
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”.
Sellers shall cause the Company to distribute any Net Cash in excess of the Target Net Cash prior to issuance of the Estimated Closing Balance Sheet, in order to minimize the purchase price adjustments required at Closing.
The Company’s Net Cash at the Determination Date shall be equal to or greater than an amount equal to (i) the Target Net Cash applicable as of the Closing Date less (ii) $5,000,000.
The fees and expenses of the Arbitrator with respect to any proceeding under this paragraph shall be borne by (a) the Stakeholder Representative if Net Cash determined by the Arbitrator is less than the Net Cash set forth in the Target Net Cash Certificate or (b) Acquiror if Net Cash determined by the Arbitrator is greater than the Net Cash set forth in the Target Net Cash Certificate.