Company Net Working Capital means as of a particular date, total consolidated current assets less total consolidated current liabilities (excluding cash and deferred revenue) of the Company determined in accordance with GAAP, except as specifically provided for herein, as applied in a manner consistent with the Company’s historical practices and the preparation of its audited consolidated balance sheet as of December 31, 2014.
Company Net Working Capital means (i) the Company’s consolidated total current assets as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet) less (ii) the Company’s consolidated total current liabilities as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet). For purposes of calculating Company Net Working Capital, the Company’s current assets shall (regardless of whether they would be treated as a current asset under GAAP as applied in the Company Balance Sheet) include cash and cash equivalents and exclude deferred Tax assets. For purposes of calculating Company Net Working Capital, the Company’s current liabilities shall (regardless of whether they would be treated as a current liability under GAAP as applied in the Company Balance Sheet) (A) include, without duplication, (I) all Pre-Closing Taxes, Taxes described in Section 1.8 and any other Liabilities of the Company for Taxes as of the Closing (including, for clarity, payroll taxes or other Taxes arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions including, for the avoidance of doubt, with respect to the Cash-Out Options but excluding any such payroll taxes or other Taxes that would reasonably give rise to a deduction to Acquirer or any of its Affiliates in a Tax period that begins after the Closing Date), whether or not such Liabilities for Taxes would be then due and payable, (II) all Liabilities for vacation, paid time off and performance or other bonuses accrued by or for the Company’s employees as of the Closing, (III) all Liabilities for change of control payments arising in connection with the Merger, this Agreement or the Transactions (for clarity, any “double-trigger” payments contingent on the occurrence of both the Merger, this Agreement or the Transactions and a subsequent event (e.g., termination of employment without cause) that do not actually become payable (e.g., because such subsequent event does not actually occur) will not constitute a Liability for a change of control payment under this definition of “Company Net Working Capital”) (B) exclude (I) all Liabilities for Transaction Expenses that are incurred but unpaid as of the Closing, (II) all Liabilities in respect of Settlement Agreement Payments, (III) all Liabilities included in Company Debt and (IV) all deferred revenue.
Company Net Working Capital means (i) the Current Assets of the Company less (ii) Current Liabilities of the Company, in each case, determined as of the close of business on the Closing Date.
Examples of Company Net Working Capital in a sentence
The Company has no Liability for unpaid Taxes for any period (or portions of any period) prior to, or through the Closing Date that are not included in the calculation of Company Net Working Capital.
The Company does not have any Liability for Taxes (whether outstanding, accrued for, contingent or otherwise) that are not included in the calculation of Company Net Working Capital.
If the Majority Stockholder timely makes such a payment or if Xxxxxx Xxxxxxxx'x calculation of Company Net Working Capital discloses no Working Capital Shortfall, the Company will be deemed to have satisfied the condition to the Offer set forth in paragraph (c)(x) of Annex A.
For purposes of this Agreement, "Company Net Working Capital" shall mean current assets less current liabilities.
Company Net Working Capital on any particular date shall be calculated as if such date were the Company's normal year-end.
More Definitions of Company Net Working Capital
Company Net Working Capital means current assets less current liabilities. Current assets include without limitation cash and cash equivalents, receivables (less allowance for losses), pharmaceutical inventories, deferred tax benefits and other current assets. Current liabilities include without limitation short-term debt, accounts payable, accrued liabilities and all intercompany amounts due to and/or from the Majority Stockholder and its affiliates other than the Company (whether short term or long term). Except as expressly required to the contrary by this definition, the accounting policies that are used in the definition of Company Net Working Capital shall be consistent with those applied to the financial statements of the Company as of and for the year ended January 29, 2000 (the "January 29, 2000 Financial Statements"). Company Net Working Capital on any particular date shall be calculated as if such date were the Company's normal year-end.
Company Net Working Capital means, at any time, without duplication, (A) the current assets of the Company (not including (i) Closing Cash or (ii) assets related to Taxes and deferred Tax assets), less (B) the current liabilities of the Company (including customer pre-paid deposits and reimbursement obligations relating to credit cards, provided that credit cards are used solely for business purposes, and not including (i) Debt, (ii) Transaction Expenses or (iii) Liabilities related to income Taxes and deferred Tax Liabilities), in each case, based on the Agreed Principles and the same current asset and current liability line items as referenced on the illustrative working capital calculation attached hereto as Exhibit 3.
Company Net Working Capital means, as of the Closing Date, (A) the Company’s total current assets (as defined by and determined in accordance with U.S. GAAP on a basis consistent with the Company’s Financial Statements) less (B) the Company’s total current liabilities (as defined by and determined in accordance with U.S. GAAP on a basis consistent with the Company’s Financial Statements). For clarity, for purposes of calculating Company Net Working Capital, (1) the Company’s current assets shall (x) include accounts receivable, inventory, prepaid expenses and other current assets on a net basis and (y) exclude Company Closing Cash, receivables from Company employees relating to promissory notes payable to the Company and deferred Tax assets representing timing differences between book and Tax income and (2) the Company’s current liabilities shall (x) include accounts payable, accrued expenses, accrued vacation and other current liabilities, (y) exclude Company Closing Debt, Company Merger Expenses, and deferred Tax liabilities representing timing differences between book and Tax income. For clarity, there shall be no double counting with respect to any of the items set forth above.
Company Net Working Capital means (i) the Company’s total current assets as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet) less (ii) the Company’s total current liabilities as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet but subject to any adjustment in accordance with the Working Capital Methodologies). For purposes of calculating Company Net Working Capital, the Company’s current assets shall (regardless of whether they would be treated as a current asset under GAAP as applied in the Company Balance Sheet) exclude Company Cash, Restricted Cash and deferred Tax assets. For purposes of calculating Company Net Working Capital, the Company’s current liabilities shall (regardless of whether they would be treated as a current liability under GAAP as applied in the Company Balance Sheet) exclude, without duplication, (A) all Company Debt, (B) all Liabilities for Transaction Expenses that are incurred but unpaid as of the Closing, and (C) Tax Liabilities.
Company Net Working Capital means (i) the Company’s total current assets as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet) less (ii) the Company’s total current liabilities as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet). For purposes of calculating Company Net Working Capital, the Company’s current assets shall (regardless of whether they would be treated as a current asset under GAAP as applied in the Company Balance Sheet) exclude deferred Tax assets and include the Estimated SRED Credit. For purposes of calculating Company Net Working Capital, the Company’s current liabilities shall (regardless of whether they would be treated as a current liability under GAAP as applied in the Company Balance Sheet) (A) include, without duplication, (I) all Company Debt, (II) all Pre-Closing Taxes, Taxes described in Section 1.4, and any other Liabilities of the Company and its Subsidiaries for Taxes as of the Closing (including, for clarity, payroll taxes or other Taxes arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions), whether or not such Liabilities for Taxes would be then due and payable and (III) all Liabilities for vacation, paid time off and performance or other bonuses accrued by or for the Company’s employees as of the Closing and (B) exclude all Liabilities for Unpaid Transaction Expenses.
Company Net Working Capital means the difference (which may be positive or negative) between (a) the sum of current assets of the Parent Acquired Companies on a combined basis minus (b) the sum of the current liabilities of the Parent Acquired Companies on a combined basis, in each case calculated in accordance with the Accounting Principles; provided that current assets of the Parent Acquired Companies will include up to $300,000 relating to furniture, fixtures and equipment purchased or to be purchased by the Parent Acquired Companies in connection with the remodeling of the offices of the Parent Acquired Companies.
Company Net Working Capital means the total current assets (but excluding (i) Cash, (ii) deferred Tax assets, (iii) income Tax assets and (iv) any other Tax assets other than Tax assets with respect to sales, use and value added Taxes, which shall be included), less the total current liabilities (but excluding (i) Transaction Expenses, (ii) Indebtedness, (iii) deferred Tax liabilities, (iv) income Tax liabilities and (v) any other Tax liabilities other than any Tax liabilities with respect to sales, use and value added Taxes, which shall be included), of the Company and the Company Subsidiaries on a consolidated basis, as determined in accordance with GAAP, applied on a basis consistent with the Company’s past practices used in preparing the Financial Statements, but in all instances in accordance with GAAP. By way of illustration, a calculation of Company Net Working Capital as of March 31, 2012 is set forth on Section 1.1 of the Company Disclosure Letter.