Company Net Working Capital Adjustment. (a) Pursuant to Section 5.13, the Company shall deliver the Company Closing Financial Certificate to Acquirer not later than three Business Days prior to the Closing Date.
Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the Company shall deliver a draft of the Company Net Working Capital Certificate to Acquirer not less than 2 Business Days prior to the Closing Date.
Company Net Working Capital Adjustment. (a) Pursuant to Section 6.8, Seller shall deliver the Company Closing Net Working Capital Certificate to Buyer not later than five Business Days prior to the Closing Date.
Company Net Working Capital Adjustment. (a) Pursuant to Section 5.11, the Company shall deliver the Company Closing Financial Certificate to the Acquirers Representative prior to or upon Closing.
Company Net Working Capital Adjustment. (a) Within 60 days after the Closing Date, Acquirer shall deliver to the Stockholders’ agent a statement (the “Acquirer Closing Statement”) setting forth Acquirer’s good faith calculation as of immediately prior to the Closing of (i) the Company Net Working Capital and Closing Net Working Capital Deduction, (ii) the amount of Company Debt, (iii) the amount of Company Cash and (iv) the amount of Transaction Expenses. Acquirer shall provide the Stockholders’ Agent and its representatives reasonable access upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of the Acquirer Closing Statement and shall cause its personnel to reasonably cooperate with the Stockholders’ Agent in connection with its review of the Acquirer Closing Statement.
Company Net Working Capital Adjustment. If the Company's Closing Net Working Capital is greater or less than its Required Net Working Capital, then the Exchange Ratio shall be adjusted on the Closing Date as follows: in the event of a positive / (negative) variance, the Exchange Ratio shall be increased / (reduced) by an amount equal to (x) the difference between the Company's Closing Net Working Capital and Required Net Working Capital, divided by (y) the weighted average closing price of Parent Common Stock during the 10 trading days immediately preceding the Closing Date, and dividing the quotient so obtained by (z) the Company's Fully Diluted Shares Outstanding on the Closing Date. The parties agree and acknowledge that Bridge Notes shall not be included in the Company Net Working Capital, since the issuance of such Bridge Notes shall result in a Bridge Note Adjustment, as set forth below.
Company Net Working Capital Adjustment. Section 1.7(b) (Company Net Working Capital Adjustment) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Company Net Working Capital Adjustment. (a) Pursuant to Section 6.13, the Company shall deliver the Company Closing Financial Certificate to Acquirer not later than five Business Days prior to the Closing Date. The Company Closing Financial Certificate shall include the Company’s good faith estimated calculation of (i) the Company Net Working Capital (the “Estimated Net Working Capital”), Company Cash as of the Closing (the “Estimated Cash”), Company Debt as of the Closing (the “Estimated Debt”) and Transaction Expenses that are incurred but unpaid as of the Closing (the “Estimated Transaction Expenses”) and (ii) the Estimated Merger Consideration.
Company Net Working Capital Adjustment. (a) Within 90 days after the Closing, Acquirer shall prepare the calculation of Company Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. Acquirer shall provide the Stockholders’ Agent and its representatives reasonable access at reasonable times and upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of the Acquirer NWC Notice and shall cause its personnel to reasonably cooperate with the Stockholders’ Agent in connection with its review of the Acquirer NWC Notice.
Company Net Working Capital Adjustment. (a) Pursuant to Section 6.12 hereof, not less than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a certificate executed by the Authorized Person detailing the Company’s good faith best estimate, as prepared by Xxxxxx Keret (the "Company Accountant"), of (i) Company Net Working Capital of the Closing Date, including a draft of the Company’s and the Israeli Subsidiary's unaudited balance sheets as of the Closing Date prepared on a consistent basis with the Company Financial Statements, (ii) the Cash as of the Closing Date, and (iii) the Google Payments as of the Closing Date (the “Company Net Working Capital Certificate”). The Company Net Working Capital Certificate shall be prepared by the Company in US Dollars, in accordance with GAAP and in accordance with Schedule 1.5(a) and shall fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the balance sheet of the Company and the Israeli Subsidiary and the estimated Company Net Working Capital as of the close of business on the Closing Date. The Company Net Working Capital Certificate may be used by the Purchaser to reduce the Aggregate Consideration payable pursuant to this Agreement to the extent, if any, that the amount of Company Net Working Capital set forth therein shall be less than one million U.S. Dollars ($1,000,000), including Cash of at least one million U.S. Dollars ($1,000,000) (the “Working Capital Target", and the amount of such deficiency, if any, being referred to herein as the “Working Capital Shortfall”), it being understood, for purposes of computing the Working Capital Shortfall and the Negative Adjustment Amount, that shortfall in the Cash target that results in a shortfall in the working capital target shall be counted only once.
