Closing Date Working Capital Estimate means an estimate, prepared by Seller and delivered to Purchaser at least four (4) Business Days prior to the Closing Date, of the Closing Working Capital.

Closing Date Working Capital Estimate has the meaning set forth in Section 3.1(b).

Closing Date Working Capital Estimate means an estimate, prepared by Seller and delivered to purchaser at least four

Examples of Closing Date Working Capital Estimate in a sentence

Acquiror shall be given timely access to all supporting workpapers and any other documentation used in preparation of the Closing Date Working Capital Estimate for purposes of verifying the accuracy and fairness of the Closing Date Working Capital Estimate.
Notwithstanding anything to the contrary contained herein, the calculation of the Closing Date Working Capital Estimate shall not take into account (x) any accrual or expenses in relation to any Option Award Amount or any Option Exercise (except for any expenses in excess of $780,000 for Medicare payroll taxes in connection with the Option Award Amount or any Option Exercise) or (y) the Tax effect of any such amounts.
If the Adjusted Working Capital is less than the Closing Date Working Capital Estimate, the aggregate Merger Consideration shall be reduced on a dollar-for-dollar basis by the amount of such deficiency and such deficiency shall be paid to Parent from the Reconciliation Amount.
The aggregate Merger Consideration shall be increased or decreased, as the case may be, on a dollar-for-dollar basis by an amount equal to the difference between the Closing Date Working Capital Estimate and the Adjusted Working Capital as determined in accordance with Section 2.6(c) above.
If the Adjusted Working Capital exceeds the Closing Date Working Capital Estimate, the aggregate Merger Consideration shall be increased on a dollar-for-dollar basis by the amount of such excess and Parent shall pay such excess to the Holders in accordance with the terms of Section 2.6(e) below.

More Definitions of Closing Date Working Capital Estimate

Closing Date Working Capital Estimate and the calculation thereof, which amount shall be based on the estimated Current Assets and the estimated Current Liabilities as set forth on the Estimated Closing Balance Sheet. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP, consistently applied, and in accordance with the definition of “Adjusted Working Capital” and the parameters set forth in Section 2.6(a) of the Company Disclosure Letter. If (A) the Closing Date Working Capital Estimate exceeds the Target Working Capital, the aggregate Merger Consideration shall be increased on a dollar-for-dollar basis at Closing by the amount of such excess and (B) the Closing Date Working Capital Estimate is less than the Target Working Capital, the aggregate Merger Consideration shall be reduced on a dollar-for-dollar basis at Closing by the amount of such deficiency, with such increase or reduction to be allocated to Holders in with such Holder’s Pro Rata Share.

Closing Date Working Capital Estimate. Amount” and the “Closing Date Debt Estimate Amount” respectively), which report shall be certified by a senior financial officer of Seller.

Related to Closing Date Working Capital Estimate

Closing Date Working Capital has the meaning specified in Section 2.3(b).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;
Target Working Capital Amount means $75,000,000.
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Target Working Capital means $0.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Working Capital Adjustment has the meaning set forth in Section 2.5(a).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Net Working Capital has the meaning set forth in Section 2.3(a).
Net Working Capital Target means $0.00.
Working Capital Target means $0.
Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.
Target Net Working Capital Amount means $5,000,000.
Base Working Capital means $25,000,000.
Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).

Closing Date Working Capital Estimate definition

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