If the Closing Net Cash is greater than the Closing Net Cash Target, the Preliminary Purchase Price shall be increased at the Closing, dollar for dollar, by the amount of such excess.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Net Working Capital Target means $0.00.
Working Capital Target means $0.
Closing Cash Amount has the meaning set forth in Section 2.2.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Target Net Working Capital Amount means an amount equal to $23,085,000.00.
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").
Target Working Capital Amount means $162,000,000.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
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 Working Capital has the meaning set forth in Section 2.04(a)(ii).
Material Project EBITDA Adjustments means, with respect to each Material Project:
M1 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 70.00% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Consolidated Working Capital Adjustment means, for any period 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.
Acquisition Target means any Person becoming a Subsidiary of the Company after the date hereof; any Person that is merged into or consolidated with the Company or any Subsidiary of the Company after the date hereof; or any Person with respect to which all or a substantial part of that Person’s assets are acquired by the Company or any Subsidiary of the Company after the date hereof.
Closing Date Net Working Capital has the meaning set forth in Section 2.7(a).
Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.
M2 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 87.00% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.
M3 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 85.50% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.
Working Capital Adjustment Amount means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.
Target Net Working Capital means $0.