Estimated Closing Net Working Capital Statement definition

Estimated Closing Net Working Capital Statement has the meaning set forth in Section 1.8.1.

Estimated Closing Net Working Capital Statement has the meaning set forth in Section 2.4(a)(i).

Estimated Closing Net Working Capital Statement means a statement of Seller’s good faith estimate of the Estimated Closing Net Working Capital that is prepared by Seller in accordance with the Accounting Principles.

Examples of Estimated Closing Net Working Capital Statement in a sentence

• The Estimated Closing Net Working Capital Statement shall fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the Closing Net Working Capital without giving effect to the consummation of the Merger and the other transactions contemplated by this Agreement (unless otherwise specified herein).

• The Buyer and the Parent shall be entitled to have access to the books and records of the Companies and the Sellers’ work papers prepared in connection with the Adjustment Balance Sheet and Estimated Closing Net Working Capital Statement and shall be entitled to discuss such books and records and work papers with the Sellers and those other persons responsible for the preparation thereof.

• The Estimated Closing Net Working Capital Statement shall fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the Closing Net Working Capital without giving effect to the consummation of the First Step Merger and the other transactions contemplated by this Agreement.

• The Estimated Closing Net Working Capital Statement shall fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the Closing Net Working Capital without giving effect to the consummation of the Merger and the other transactions contemplated by this Agreement.

• Parent shall have received the following documents from the Company: (A) the Estimated Closing Net Working Capital Statement; (B) the Statement of Expenses; (C) the Spreadsheet; (D) the Financials; (E) the FIRPTA Compliance Certificate, in each case duly executed by a duly authorized officer of the Company as specified in this Agreement; and (F) any executed Option Cancellation Agreements and Option Bonus Agreements.

• The Seller shall in good faith consider any reasonable comments of the Buyer with respect to such Estimated Closing Net Working Capital Statement, in each case to the extent such comments are provided to the Seller no later than at least five (5) Business Days prior to the Closing Date.

• Attached hereto as Schedule 2.4 is an estimated net closing working capital statement of the Partnerships (the "Estimated Closing Net Working Capital Statement").

• The Estimated Closing Net Working Capital Statement shall fairly and accurately present the Company Group’s good faith estimate (based on reasonable assumptions) of the Closing Net Working Capital (including Closing Cash) calculated in accordance with the methodology described on Schedule 1.3(a).

• Buyer shall adopt the same methodology used to determine the Final Closing Net Working Capital that were used by the Parties to determine the Estimated Closing Net Working Capital in the Estimated Closing Net Working Capital Statement.

• If Parent does not deliver the Actual Closing Net Working Capital Statement within such time period, then for all purposes of and under this Agreement the term “Actual Closing Net Working Capital” shall mean the Estimated Closing Net Working Capital set forth in the Estimated Closing Net Working Capital Statement delivered by the Company pursuant to Section 2.9(a).

More Definitions of Estimated Closing Net Working Capital Statement

Estimated Closing Net Working Capital Statement means the statement attached hereto at Schedule 1.63 setting forth the Estimated Closing Net Working Capital.

Estimated Closing Net Working Capital Statement has the meaning given to it in Section 1.3(i)(i)(A).

Estimated Closing Net Working Capital Statement has the meaning set forth in Section 2.17(a)(i).

Estimated Closing Net Working Capital Statement means an Excel file titled “Project Cxxxxx Working Capital Adjustment (AZ) [2023-12-14].xlsx” provided by or on behalf of the Sellers to Buyer immediately prior to the Effective Date.

Estimated Closing Net Working Capital Statement has the meaning assigned to such term in Section 2.20(a). “Estimated Closing Transaction Expenses Certificate” means a certificate executed by an authorized officer of the Company certifying on behalf of the Company an itemized list of all Closing Transaction Expenses and the Persons (including contact information and payoff information) to whom such Closing Transaction Expenses are owed and the aggregate amount of such Closing Transaction Expenses. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exchanged Option” means each Option (whether vested or unvested) outstanding immediately prior to the Closing. “Exchanged Options Exercise Price” means the aggregate exercise prices of all Exchanged Options. “FAR” has the meaning assigned to such term in Section 3.25(d)(i). “Financial Statements” has the meaning assigned to such term in Section 3.6(a). “FIRPTA Statement” means a certificate, dated as of the Closing Date, certifying to the effect that no interest in the Company is a U.S. real property interest (such certificate to be in the form required by Treasury Regulation Section 1.897-2(h) and 1.1445-3(c)) and a corresponding notice to the IRS. “Former Holders” means, with respect to any securities of the Company, holders of such securities immediately prior to the Effective Time. “FTC” has the meaning assigned to such term in Section 5.4(a). “Fully Diluted Share Number” means (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than Cancelled Shares but including Dissenting Shares), plus (ii) the aggregate number of shares of Company Common Stock issuable upon conversion of all shares of Series B Preferred Stock outstanding as of immediately prior to the Effective Time (other than Cancelled Shares but including Dissenting Shares), plus (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all Exchanged Options.