Estimated Company Working Capital definition

Estimated Company Working Capital has the meaning set forth in Section 2.7(a).
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Estimated Company Working Capital means the Company’s good faith estimate of the Company Working Capital, as set forth on the Closing Certificate.
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Estimated Company Working Capital is defined in Section 2.2(a).
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Examples of Estimated Company Working Capital in a sentence

  • The aggregate purchase price for the Shares issued and outstanding at the Closing shall equal (a) the Purchase Price, less (b) the Estimated Company Working Capital Shortfall, plus (c) the Estimated Company Working Capital Surplus (the resulting amount being referred to as the “Adjusted Purchase Price”), and further adjusted pursuant to Sections 2.3(b) and 2.5(c), which shall be payable in the manner set forth in Section 2.3 and Section 2.5(h).

  • For purposes of calculating the Adjusted Purchase Price and each of Estimated Company Working Capital, Estimated Company Working Capital Surplus and Estimated Company Working Capital Shortfall, the Euro amounts of each of the foregoing shall be converted to dollars at the Exchange Rate as of the date of the Company Closing Balance Sheet (i.e., the prior day’s rate as provided in the definition of “Exchange Rate”).

  • To the extent that the Estimated Company Working Capital is less than the Working Capital Reference Amount, at the Closing, the Base Amount shall be adjusted downwards dollar for dollar in the amount equal to such difference.

  • To the extent that the Estimated Company Working Capital exceeds the Working Capital Reference Amount, at the Closing, the Base Amount shall be adjusted upwards dollar for dollar in the amount equal to such difference.

  • Cash in the amount of such Estimated Company Working Capital Shortfall shall be retained by Purchaser, pending determination of the Company Final Working Capital.

Related to Estimated Company Working Capital

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Target Working Capital means $0.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Base Working Capital means $25,000,000.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Target Net Working Capital means $0.

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Target Working Capital Amount means $75,000,000.

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

  • Target Net Working Capital Amount means $5,000,000.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.