Actual Closing Net Working Capital definition

Actual Closing Net Working Capital means the Closing Net Working Capital, based upon (1) all amounts agreed upon by Parent and the Stockholder Representative in respect of any disputed items or amounts, as set forth in the Working Capital Memorandum, and (2) all other amounts determined by the Independent Accounting Firm pursuant to clause (B) of this Section 1.7(b)(iii).

Actual Closing Net Working Capital means the Closing Net Working Capital, as agreed upon by Parent and the Stockholder Representative. In the event that Parent and the Stockholder Representative are unable to reach agreement, within thirty (30) calendar days following Parent’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:

Actual Closing Net Working Capital means the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Parent pursuant to Section 1.7(b)(i). If Parent shall receive a Notice of Dispute from the Stockholder Representative delivered pursuant to and in accordance with Section 1.7(b)(ii) within the time period set forth therein, then Parent and the Stockholder Representative shall negotiate in good faith to resolve all disputed items and amounts set forth in the Notice of Dispute. In the event that Parent and the Stockholder Representative shall reach agreement, within thirty (30) calendar days following Parent’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Parent and the Stockholder Representative. In the event that Parent and the Stockholder Representative are unable to reach agreement, within thirty (30) calendar days following Parent’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:

Examples of Actual Closing Net Working Capital in a sentence

• For the avoidance of doubt, any income Taxes resulting from the Section 338(h)(10) Elections, any Taxes of the Selling Stockholders for any taxable period or portion thereof, and any employment or payroll Taxes with respect to bonuses, cashout of options or other compensatory payments in connection with the transactions contemplated by this Agreement (except to the extent included in Actual Closing Net Working Capital) shall be treated as arising in the Pre-Closing Tax Period.

• Purchaser and the Companies shall provide the Stockholder Representative and its Representatives with reasonable access to Purchaser’s and the Companies’ employees, accountants, books, records, work papers and other supporting documents, including the work papers of its accountants, as requested by the Stockholder Representative in order to review and confirm the information and calculations contained in the Actual Closing Net Working Capital Statement.

• Form of Settlement of Deferred Restricted Stock Units: o In shares of Stock payable in a single lump sum.

• The parties acknowledge and agree that for purposes of determining the Actual Closing Net Worth and Actual Closing Net Working Capital, the Company shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after December 31, 1997.

• Unless otherwise restricted by applicable law or by the Certificate of Incorporation or by these bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

More Definitions of Actual Closing Net Working Capital

Actual Closing Net Working Capital means the Closing Net Working Capital, as agreed upon by Purchaser and the Selling Members. In the event that Purchaser and the Selling Members are unable to reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:

Actual Closing Net Working Capital means the Closing Net Working Capital as set forth in the Actual Closing Net Working Capital Statement delivered by Parent pursuant to Section 2.9(c)(i). If Parent shall receive a Notice of Dispute from the Shareholder Representative delivered pursuant to and in accordance with Section 2.9(c)(ii) within the time period set forth therein, then Parent and the Shareholder Representative shall use their respective commercially reasonable efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiations. In the event that Parent and the Shareholder Representative shall reach agreement, within sixty (60) calendar days following Parent’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then for all purposes of and under this Agreement, the Actual Closing Net Working Capital shall mean the Closing Net Working Capital as agreed upon by Parent and the Shareholder Representative and any such resolution shall be final and binding on the parties for purposes of this Section 2.9(c) and Article VIII. In the event that Parent and the Shareholder Representative are unable to reach agreement, within sixty (60) calendar days following Parent’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:

Actual Closing Net Working Capital means the Estimated Closing Net Working Capital set forth in the Estimated Closing Net Working Capital Statement delivered by the Company pursuant to Section 2.9(a).

Actual Closing Net Working Capital is defined in Section 2.2(b).

Actual Closing Net Working Capital shall have the meaning set forth in Section 2.06(c).

Actual Closing Net Working Capital has the meaning set forth in Section 3.3(a).

Actual Closing Net Working Capital has the meaning set forth in Section 1.5.2. “Actual Unpaid Transaction Expenses” has the meaning set forth in Section 1.5.2. “Adjustment Amount” has the meaning set forth in Section 1.5. “Affiliate” means, with respect to any specified Person at the time of determination: (a) each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time; (b) each Person who, at such time, is an officer, manager or director of, or direct or indirect beneficial holder of at least ten percent (10%) of any class of the equity securities of, such specified Person; (c) each Person that is managed by a common group of executive officers, managers and/or directors as such specified Person; (d) the members of the immediate family of (i) each officer, manager, director or holder described in clause (b) and (ii) if such specified Person is an individual, such specified Person; and (e) each Person of which such specified Person or an Affiliate (as defined in clauses (a) through (d)) thereof will, directly or indirectly, beneficially own at least ten percent (10%) of any class of equity securities at such time. “Agreement” has the meaning set forth in the Preamble. “Ancillary Agreements” means the Escrow Agreement, the Consulting Agreement, the Offer Letters, the Release and Confidentiality Agreements and all other agreements to be entered into in connection with the Contemplated Transactions. “Applicable Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, as administered and enforced by the U.S. Department of Justice and the U.S. Securities and Exchange Commission; any applicable Legal Requirement implementing the Organization of Economic Cooperation and Development Convention on Combating the Bribery of Foreign Public Officials in International Business Transactions and any other applicable anti- bribery or anti-corruption Legal Requirement administered and enforced by a competent authority