Closing Working Capital Shortfall definition

Closing Working Capital Shortfall means the amount, if any, by which Closing Working Capital is less than Target Closing Working Capital.

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

Closing Working Capital Shortfall means the amount by which (expressed as a positive number) the Closing Working Capital is less than $8,098,000; provided, that, if the Closing Working Capital is within the Working Capital Collar, then the Closing Working Capital Shortfall for purposes of this Agreement shall be deemed to equal $0.

Examples of Closing Working Capital Shortfall 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 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 Sellers shall pay the Buyer the Closing Working Capital Shortfall in accordance with Section 1.7(c) only if the Closing Working Capital Target is less than $2,017,168.

• Sellers shall have the right, at their sole option, to offset any and all amounts that would otherwise be payable to Sellers as a result the obligations of Buyer to indemnify Sellers pursuant to this Section 5 from any Closing Working Capital Shortfall or any amount due to Buyer under the Transfer Pricing Agreement to be entered into between CASMED and Buyer post-Closing.

More Definitions of Closing Working Capital Shortfall

Closing Working Capital Shortfall means the amount (if any) by which the Closing Working Capital is less than the Target Working Capital (it being understood that if the Closing Working Capital is greater than or equal to the Target Working Capital, the Closing Working Capital Shortfall shall be $0).

Closing Working Capital Shortfall means the amount by which the Estimated Working Capital exceeds the Closing Working Capital; provided, however, that the Closing Working Capital Shortfall shall only be payable in the event that the Closing Working Capital (as finally determined pursuant to Section 3.3) is less than the Working Capital Target; provided, further, in the event that (a) the Estimated Working Capital was greater than the Working Capital Target and (b) the Closing Working Capital is less than the Working Capital Target, then the Closing Working Capital Shortfall shall be an amount equal to the amount by which the Working Capital Target is greater than the Closing Working Capital. Notwithstanding anything herein to the contrary, the aggregate amount that the Sellers shall be required to pay in respect of the Closing Working Capital Shortfall and the Estimated Working Capital Shortfall shall in no event exceed $1,500,000.

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

Closing Working Capital Shortfall has the meaning set forth in Section 4.3(3)(b).

Closing Working Capital Shortfall means the amount by which the Estimated Net Working Capital exceeds the Closing Net Working Capital, calculated by reference to the Final Closing Date Balance Sheet.

Closing Working Capital Shortfall means the amount by which the Closing Working Capital falls short of EUR 1,800,000.

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