Estimated Net Working Capital. (a) Not more than 5 and not less than 2 Business Days prior to the Closing Date, the Company and Xxxxxxxx shall deliver, or cause to be delivered, to LMP a certificate of the Company, prepared by the Company’s certified public accounts (the “Xxxxxxxx CPA”), that contains a reasonable good faith estimate of the Company Group Entities’ aggregate Net Working Capital, as of the Adjustment Calculation Time (“Estimated NWC”), and the Xxxxxxxx CPA shall provide LMP with supporting financial statements, work sheets, and other documentation reasonably requested by LMP.
Estimated Net Working Capital. Five (5) Business Days before the Merger Closing Date, the Company shall, in consultation and collaboration with the Purchaser, cause the Company to prepare and deliver to the Purchaser an estimated Closing Date Balance Sheet prepared in accordance with and consistent with Exhibit B (the “Estimated Closing Date Balance Sheet”), together with (x) a written statement setting forth the calculation of the estimated Net Working Capital as of 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date (the “Estimated Net Working Capital”), the Payoff Amount, the Transaction Expenses, as well as all related workpapers and supporting calculations or other materials reasonably requested by the Purchaser, and (y) an updated Exhibit A solely to reflect changes to the distributions of proceeds at the Effective Time; provided, that, in no event shall such distributions pursuant to Exhibit A exceed the Aggregate Purchase Price plus or minus, as the case may be, the Estimated Net Working Capital Excess, the Net Working Capital Excess, the Estimated Net Working Capital Shortfall and the Net Working Capital Shortfall. In the event that the Estimated Net Working Capital as reflected on the Estimated Closing Date Balance Sheet as determined pursuant to this Section 3(i) is less than three million dollars ($3,000,000.00) (the “Estimated Net Working Capital Shortfall”), the aggregate Company Common Stock Consideration shall be reduced by an amount equal to the quotient of (A) the absolute value of such Estimated Net Working Capital Shortfall and (B) $14.67, and such reduction shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. In the event that the Estimated Net Working Capital as reflected on the Estimated Closing Date Balance Sheet as determined pursuant to this Section 3(i) is greater than three million dollars ($3,000,000.00) (the “Estimated Net Working Capital Excess”), the aggregate Company Common Stock Consideration shall be increased by the quotient of (x) the absolute value of such Estimated Net Working Capital Excess and (y) $14.67, and such increase shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. The amount determined pursuant to the foregoing is defined as the “Common Stock Adjustment Amount.”
Estimated Net Working Capital. The Company will deliver to Parent, not less than three (3) or more than five (5) Business Days prior to the Closing Date, a statement (the “Estimated Net Working Capital Statement”) that will set forth a good faith estimate of the Net Working Capital of the Company as of the close of business on the Closing Date (the “Estimated Net Working Capital”). The “Estimated Net Working Capital Adjustment” shall be an amount equal to (A) the Estimated Net Working Capital minus (B) the Minimum Required Net Working Capital.
Estimated Net Working Capital. At least three Business Days before the Closing, the Company shall prepare and deliver to Parent a statement setting forth its good faith estimate of Net Working Capital (the “Estimated Net Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Net Working Capital, including a calculation of Holder Transaction Expenses (the “Estimated Net Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared as of a fiscal year end.
Estimated Net Working Capital. Not less than two (2) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a good faith statement (the “Estimated Closing Statement”) setting forth an estimate of the Net Working Capital (the “Estimated Net Working Capital”), (A) prepared and determined in accordance with GAAP (except as otherwise set forth as an exception pursuant to item (B) of this Section 2.3(c)(i) below), and to the extent consistent with GAAP, the financial principles, accounting methods, practices, assumptions, policies, methodologies and procedures consistently applied in the preparation of the Reference Balance Sheet set forth on Appendix A (including any adjustments set forth therein); and (B) except for any exceptions solely to the extent expressly set forth as an exception to GAAP on the face of the Reference Balance Sheet set forth on Appendix A. The Estimated Closing Statement shall provide reasonable detail and supporting documentation. Seller agrees that, during such ten (10)-Business Day period prior to the Closing Date, Seller shall (and shall cause its employees and representatives to) cooperate and consult with (including by providing additional information), and in good faith consider any changes to the Estimated Closing Statement (including all components thereof) proposed by, Buyer.
Estimated Net Working Capital. Immediately prior to Closing, the Company shall have prepared and delivered to Purchaser a schedule (the ”Estimated Closing Statement”) showing the Company’s estimate of Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”). The preparation of the Estimated Closing Statement shall be for the sole purpose of calculating the Net Working Capital as of the end of business on the Closing Date. The Estimated Net Working Capital as of the end of business on the Closing Date shall be calculated in the same manner as the calculation of Net Working Capital as of December 31, 2005 set forth on Schedule 3.3(a) attached hereto.
Estimated Net Working Capital. On or before the Closing Date, the Member Representative and the Buyer shall agree on the estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”).
Estimated Net Working Capital. (i) The Sellers’ Representative has prepared and delivered to Purchaser a balance sheet of the Company as of June 30, 2013 prepared in accordance with GAAP (the “Estimated Closing Balance Sheet”), a copy of which is attached hereto as Exhibit A and which contains the Sellers’ good faith best estimate of the Net Working Capital as of June 30, 2013 (the “Estimated Net Working Capital”). To the extent that the Estimated Net Working Capital is less than US $500,000 (five hundred thousand U.S. dollars) (the “Minimum Closing Net Working Capital”), the Purchase Price (and the Closing Payment pursuant to Section 2) will be decreased dollar-for-dollar by the amount of such shortfall. To the extent that the Estimated Net Working Capital is greater than the Minimum Closing Net Working Capital, the Purchase Price (and the Closing Payment required to be made pursuant to Section 2 at the Closing) will be increased dollar-for-dollar by the amount of such excess.
Estimated Net Working Capital. No later than five (5) Business Days prior to the Closing, TEI Med shall deliver to Parent a calculation of Estimated Closing Working Capital. The amount, if any, by which Target Closing Working Capital exceeds Estimated Closing Working Capital shall be referred to herein as the “Estimated Working Capital Deficit”. The amount, if any, by which Estimated Closing Working Capital exceeds Target Closing Working Capital shall be referred to herein as the “Estimated Working Capital Excess.”
Estimated Net Working Capital. Each Company shall deliver the estimated amount of Net Working Capital as of Closing (the “Estimated Net Working Capital”) set forth on the Estimated Working Capital Statement (as defined below). Prior to the Closing, each Company will provide Parent with a written statement setting forth the Estimated Net Working Capital and its components (the “Estimated Working Capital Statement”).
