Examples of Working Capital Shortfall in a sentence
Notwithstanding anything to the contrary, in the event of a Net Working Capital Shortfall, the Company shall not (and shall not permit any Subsidiary to) incur any additional debt if and to the extent such additional debt is prohibited by the Manufacturer or will cause the Company or an applicable Subsidiary to violate the Manufacturer Rules.
The Parties shall agree or where the parties fail to agree, the Secretary of State shall reasonably determine the amount required to remedy the Working Capital Shortfall (an “ Emergency Working Capital Payment”) and when such Emergency Working Capital Payments are required to be paid for that purpose.
The aggregate consideration payable for the Units (the “Merger Consideration”) is equal to: (a) Base Amount; plus (b) the Closing Cash; either (c) plus the Closing Working Capital Excess (if any) or minus the Closing Working Capital Shortfall (if any); minus (d) the Closing Indebtedness; minus (e) the Closing Transaction Expenses.
Within ninety (90) days after the Closing Date, Parent shall deliver to the Securityholder Representative a statement (the “ Post-Closing Statement”) setting forth Parent’s calculation of: (i) the Closing Working Capital; (ii) the Closing Working Capital Shortfall, if any; (iii) the Closing Indebtedness; (iv) the Unpaid Transaction Expenses; and (v) the Merger Consideration resulting from the amounts set forth in clauses (i) though (iv).
In the event that the Final Working Capital Shortfall exceeds the remaining Escrow Funds, no further payment shall be required.