Closing Net Working Capital Shortfall means the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate.
Closing Net Working Capital Shortfall means the amount, if any, by which the Closing Net Working Capital Target exceeds the Company Net Working Capital, as set forth in the Company Closing Financial Certificate.
Closing Net Working Capital Shortfall means the amount, if any, by which (i) the Closing Net Working Capital Target exceeds (ii) the sum of (A) Company Net Working Capital as set forth in the Company Closing Financial Certificate plus (B) the Adjustment Threshold Amount.
Examples of Closing Net Working Capital Shortfall in a sentence
The final Closing Statement, however determined pursuant to this Section 2.4.3(a), will produce the Closing Net Working Capital Surplus or Closing Net Working Capital Shortfall, if any, and based on such amounts, the final Closing Cash Consideration.
More Definitions of Closing Net Working Capital Shortfall
Closing Net Working Capital Shortfall means the amount, if any, by which the (i) the Closing Net Working Capital Amount is less than (ii) $4,629,000.
Closing Net Working Capital Shortfall means the amount by which (i) the Target Working Capital exceeds (ii) the sum of (A) the Closing Net Working Capital and (B) the Collar Amount.
Closing Net Working Capital Shortfall means the amount, if any, expressed as a negative number, by which the Company Closing Net Working Capital as set forth in Closing Financial Certificate is less than the Closing Net Working Capital Target; provided, however, that (i) if the Closing Net Working Capital Shortfall is less than or equal to ($1,000,000), then for all purposes of this Agreement, the Closing Net Working Capital Shortfall shall be deemed to be zero and (ii) if the Closing Net Working Capital Shortfall is greater than ($1,000,000) (i.e., a more negative number), then for all purposes of this Agreement, only the excess amount beyond ($1,000,000) will be counted as the Closing Net Working Capital Shortfall. Exhibit A-3 sets forth an illustrative calculation of Closing Net Working Capital Shortfall hereunder, and sets forth the principles by which such Closing Net Working Capital Shortfall was calculated.
Closing Net Working Capital Shortfall. (a) Closing Net Working Capital Surplus" 2.7(a) "Company" Recitals "Company Contribution" Recitals "Company Permits" 3.8
Closing Net Working Capital Shortfall means the amount by which Closing Net Working Capital as reflected on the Closing Balance Sheet is less than SIX MILLION DOLLARS ($6,000,000).
Closing Net Working Capital Shortfall means the amount by which the Closing Net Working Capital is less than the WorkingCapital Threshold.
Closing Net Working Capital Shortfall means the amount by which the Estimated Net Working Capital exceeds the Closing Net Working Capital. “Closing Net Working Capital Surplus” means the amount by which the Closing Net Working Capital exceeds the Estimated Net Working Capital. “Closing Transaction Expenses” means, as of the Calculation Time, the Transaction Expenses, calculated in accordance with the Agreed Principles. “COBRA” has the meaning set forth in Section 3.17(h). “Code” means the Internal Revenue Code of 1986, as amended. “Company Ancillary Agreements” means, collectively, each certificate to be delivered on behalf of the Company at the Closing and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement. “Company Balance Sheet” means the Company’s unaudited balance sheet as of the Balance Sheet Date included in the Company Financial Statements. “Company Benefit Arrangement” has the meaning set forth in Section 3.17(a). “Company Business” means the design, development, manufacture, distribution or sale of sports performance analysis and game enhancement technologies, including launch monitors, simulators, performance/entertainment software, and smart mobility solutions. “Company Charter Documents” has the meaning set forth in Section 3.1. “Company Data and Data Sets” has the meaning set forth in Section 3.14(g). “Company Disclosure Letter” has the meaning set forth in Section 6.9.