Closing Working Capital Excess definition

Closing Working Capital Excess means the amount by which the Closing Working Capital exceeds $14,098,000; provided, that, if the Closing Working Capital is within the Working Capital Collar, then the Closing Working Capital Excess for purposes of this Agreement shall be deemed to equal $0.

Closing Working Capital Excess means the amount by which Estimated Working Capital exceeds Target Working Capital.

Closing Working Capital Excess means the amount by which the Closing Working Capital exceeds the Estimated Working Capital.

Examples of Closing Working Capital Excess in a sentence

• The aggregate consideration payable for the Units (the “Merger Consideration”) is equal to: (a) Base Amount; plus (b) the Closing Cash; either (c) plus the Closing Working Capital Excess (if any) or minus the Closing Working Capital Shortfall (if any); minus (d) the Closing Indebtedness; minus (e) the Closing Transaction Expenses.

• The Closing Working Capital Deficiency (if any) shall be payable by Seller to Buyer in cash at Closing and the Closing Working Capital Excess (if any) shall be payable by Buyer to Seller in cash at Closing.

• The purchase price for the Shares shall be equal to, without duplication: (a) (i) $325,000,000, (ii) plus the Closing Working Capital Excess (if any), (iii) minus the Closing Working Capital Shortfall (if any), (iv) minus Closing Indebtedness, (v) minus Transaction Expenses (if any), (vi) plus Closing Cash (the amount calculated pursuant to this clause (a), the “Purchase Price”), and (b) the Contingent Payment (if any) payable pursuant to Section 2.7.

• Each Initial Closing Statement shall set forth, with respect to the Ardagh Purchased Entities or the Exal Purchased Entities, as applicable: (A) the Closing Indebtedness, and the resulting Closing Indebtedness Adjustment Amount (if any); (B) the Closing Cash; and (C) the Closing Working Capital Amount, and either the resulting Closing Working Capital Excess or Closing Working Capital Shortfall (if any), as the case may be, and shall be accompanied by reasonable supporting documentation.

• The estimates of Closing Working Capital, Excess Cash, Company M&A Fund Cash Amount and Closing Indebtedness as of the Closing set forth on the Estimated Closing Statement, with any changes thereto as agreed by Parent and the Company prior to the Closing, will be used for purposes of calculating the Closing Merger Consideration absent manifest error.

More Definitions of Closing Working Capital Excess

Closing Working Capital Excess means the amount by which the Closing Working Capital exceeds the Estimated Working Capital; provided, however, that the Closing Working Capital Excess shall only be payable in the event that (a) there was an Estimated Working Capital Shortfall and (b) the Closing Working Capital (as finally determined pursuant to Section 3.3) is greater than the Estimated Working Capital, in which case, for all purposes hereunder, the amount of such excess shall be equal to the amount by which the Closing Working Capital exceeds the Estimated Working Capital (up to the amount of the Estimated Working Capital Shortfall that was deducted from the Purchase Price).

Closing Working Capital Excess means the amount, if any, by which the Closing Working Capital Amount (as finally determined in accordance with Section 1.4) exceeds zero.

Closing Working Capital Excess means the amount, if any, by which Closing Working Capital exceeds the Closing Working Capital

Closing Working Capital Excess has the meaning set forth in Section 2.2(b)(ii)(A).

Closing Working Capital Excess means the amount, if any, by which Closing Working Capital exceeds Target Closing Working Capital. “Closing Working Capital Shortfall” means the amount, if any, by which Closing Working Capital is less than Target Closing Working Capital. “COBRA” means Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and Accountability

Closing Working Capital Excess shall exist when (and shall be equal to the amount by which) the Closing Net Working Capital exceeds the Target Net Working Capital. “Colones” means the lawful currency of Costa Rica. “Companies”, means jointly, Ultrachem, Global Chem, Chem Servicios, Ultrachem Guatemala and Ultrachem Costa Rica. “Companies Leased Real Property”, has the meaning set forth in Section 4.11 of this Agreement. “Competing Business”, has the meaning set forth in Section 4.19 (a) of this Agreement. “Competitive Business”, has the meaning set forth in Section 6.10(a) of this Agreement. “Confidentiality Agreement”, has the meaning set forth in Section 6.7 of this Agreement. “Contract”, means any legally binding contract, agreement, understanding, option, right to acquire, preferential purchase right, preemptive right, warrant, indenture, debenture, note, bond, loan, loan agreement, collective bargaining agreement, lease, mortgage, franchise, license, purchase order, bid, Exhibit 2.1

Closing Working Capital Excess means (a) with respect to the Ardagh Purchased Entities, the amount, if any, by which the Closing Working Capital Amount of the Ardagh Purchased Entities exceeds the Target Closing Working Capital Amount of the Ardagh Purchased Entities and (b) with respect to the Exal Purchased Entities, the amount, if any, by which the Closing Working Capital Amount of the Exal Purchased Entities exceeds the Target Closing Working Capital Amount of the Exal Purchased Entities.