Estimated Net Working Capital Adjustment definition

Estimated Net Working Capital Adjustment has the meaning set forth in Section 2.8(a).

Estimated Net Working Capital Adjustment means an amount (which may be negative) equal to (i) the Estimated Net Working Capital minus (ii) the Target Net Working Capital.

Estimated Net Working Capital Adjustment has the meaning set forth in Section 3.5.

Examples of Estimated Net Working Capital Adjustment in a sentence

• The Aggregate Initial Consideration Amount to be delivered by Parent at the Closing pursuant to Section 3.2 shall be changed by the amount of the Estimated Net Working Capital Adjustment, which change shall be an increase if the Estimated Net Working Capital Adjustment is a positive number and which change shall be a decrease if the Estimated Net Working Capital Adjustment is a negative number.

• At Closing, the Initial Consideration shall be (x) increased or decreased by the amount of the Estimated Net Working Capital Adjustment, as the case may be, depending on whether the Estimated Net Working Capital Adjustment is a positive or negative number and (y) increased by the amount of the Estimated Cash.

• Subject to the adjustments set forth in Section 3.3, the “Purchase Price” shall consist of One Hundred Thirty-Three Million Dollars ($133,000,000) in cash (the “Enterprise Value”), plus or less (i) the Estimated Net Working Capital Adjustment Amount (which may be a positive number and added or a negative number and subtracted), less (ii) the Estimated Closing Date Funded Debt Amount, plus (iii) the Estimated Closing Date Cash Amount, less (iv) the Estimated Closing Date Outstanding Company Expenses.

• Not less than two (2) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Buyer a written statement setting forth (i) its good faith estimate of Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”), (ii) the Company’s calculation of the Estimated Net Working Capital Adjustment Amount and (iii) the Estimated Closing Cash.

• The amount payable by Buyer to the Sellers at the Closing for the Purchased Shares shall be an amount (the “Estimated Purchase Price”) in Dollars equal to (i) Three Hundred Thirty Million Dollars ($330,000,000) (the “Base Closing Cash Amount”), plus (ii) the Estimated Net Working Capital Adjustment (which may be a negative number), minus (iii) the Estimated Funded Indebtedness, plus (iv) the Estimated Closing Date Cash, minus (v) the Estimated Transaction Related Expenses.

More Definitions of Estimated Net Working Capital Adjustment

Estimated Net Working Capital Adjustment means (a) if the Estimated Net Working Capital is a positive number, an increase of the Purchase Price by such number on a dollar-for-dollar basis in accordance with Section 2(d)(iii) and (b) if the Estimated Net Working Capital is a negative number, a reduction of the Purchase Price by such number (multiplied by negative one) on a dollar-for-dollar basis in accordance with Section 2(d)(iii).

Estimated Net Working Capital Adjustment means (i) $0 if Estimated Net Working Capital reflected on the Estimated Statement is equal to or greater than the Lower Working Capital Target and less than or equal to the Upper Working Capital Target, (ii) the amount by which Estimated Net Working Capital reflected on the Estimated Statement is greater than the Upper Working Capital Target or (iii) the product of (x) the amount by which Estimated Net Working Capital reflected on the Estimated Statement is less than the Lower Working Capital Target multiplied by (y) negative 1 (-1).

Estimated Net Working Capital Adjustment means an amount, positive or negative, equal to Estimated Net Working Capital, minus $26,300,000.

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

Estimated Net Working Capital Adjustment means Estimated Net Working Capital less Target Net Working Capital (which Estimated Net Working Capital Adjustment may be a negative number).

Estimated Net Working Capital Adjustment means an amount (positive or negative) equal to the Estimated Net Working Capital minus the Reference Net Working Capital.

Estimated Net Working Capital Adjustment means Estimated Net Working Capital less the Target Net Working Capital Amount, which value shall be expressed as a negative number if the Target Net Working Capital Amount exceeds the Estimated Net Working Capital, and which number shall be expressed as a positive number if the Estimated Net Working Capital exceeds the Target Net Working Capital Amount.