Common use of Closing Net Working Capital Adjustment Clause in Contracts

Closing Net Working Capital Adjustment. The “Closing Net Working Capital Adjustment” shall mean the difference between the Preliminary Net Working Capital in the Preliminary Net Working Capital Certificate given pursuant to Section 1.2(c)(i) and the Target Net Working Capital (the “Adjustment Amount”). If the Preliminary Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand Dollars ($10,000), then the Cash Amount of the Merger Consideration shall be adjusted downward “dollar for dollar” in an amount equal to the Adjustment Amount. If the Preliminary Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand Dollars ($10,000), then the Cash Amount of the Merger Consideration shall be adjusted upward “dollar for dollar” in an amount equal to the Adjustment Amount.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Orthopediatrics Corp)

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Closing Net Working Capital Adjustment. The “Closing Net Working Capital Adjustment” shall mean the difference between the Preliminary Net Working Capital in the Preliminary Net Working Capital Certificate given pursuant to Section 1.2(c)(i1.2(d)(i) and the Target Net Working Capital (the “Adjustment Amount”). If the Preliminary Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand Dollars ($10,000), then the Selling Equityholders Cash Amount of the Merger Consideration shall be adjusted downward “dollar for dollar” in an amount equal to the Adjustment Amount. If the Preliminary Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand Dollars ($10,000), then the Selling Equityholders Cash Amount of the Merger Consideration shall be adjusted upward “dollar for dollar” in an amount equal to the Adjustment Amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orthopediatrics Corp)

Closing Net Working Capital Adjustment. The “Closing Net Working Capital Adjustment” shall mean the difference between the Preliminary Net Working Capital in the Preliminary Net Working Capital Certificate given pursuant to Section 1.2(c)(i) and the Target Net Working Capital (the “Adjustment Amount”). If the Preliminary Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Twenty Thousand and 00/100 Dollars ($10,00020,000.00), then the Closing Cash Amount of the Merger Consideration Purchase Price shall be adjusted downward “dollar for dollar” in an amount equal to the Adjustment Amount. If the Preliminary Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Twenty Thousand and 00/100 Dollars ($10,00020,000.00), then the Closing Cash Amount of the Merger Consideration Purchase Price shall be adjusted upward “dollar for dollar” in an amount equal to the Adjustment Amount.

Appears in 1 contract

Samples: Share Purchase Agreement (Orthopediatrics Corp)

Closing Net Working Capital Adjustment. The “Closing Net Working Capital Adjustment” shall mean the difference between the Preliminary Net Working Capital in the Preliminary Net Working Capital Certificate given pursuant to Section 1.2(c)(i1.5(c)(i) and the Target Net Working Capital (the “Adjustment Amount”). If the Preliminary Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,00010,000.00), then the Cash Amount of the Merger Consideration Purchase Price shall be adjusted downward “dollar for dollar” in an amount equal to the Adjustment Amount. If the Preliminary Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,00010,000.00), then the Cash Amount of the Merger Consideration Purchase Price shall be adjusted upward “dollar for dollar” in an amount equal to the Adjustment Amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (Orthopediatrics Corp)

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Closing Net Working Capital Adjustment. The “Closing Net Working Capital Adjustment” shall mean the difference between the Preliminary Net Working Capital in the Preliminary Net Working Capital Certificate given pursuant to Section 1.2(c)(i) and the Target Net Working Capital (the “Adjustment Amount”). If the Preliminary Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,00010,000.00), then the Cash Amount of the Merger Consideration Purchase Price shall be adjusted downward “dollar for dollar” in an amount equal to the Adjustment Amount. If the Preliminary Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,00010,000.00), then the Cash Amount of the Merger Consideration Purchase Price shall be adjusted upward “dollar for dollar” in an amount equal to the Adjustment Amount.

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (Orthopediatrics Corp)

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