Estimated Net Working Capital Adjustment Amount definition

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

Estimated Net Working Capital Adjustment Amount means either (i) the amount by which Estimated Closing Date Net Working Capital exceeds $22,500,000, or (ii) the amount by which Estimated Closing Date Net Working Capital is less than $20,500,000, in which case a negative number.

Estimated Net Working Capital Adjustment Amount has the meaning set forth in Section 2.4(b).

Examples of Estimated Net Working Capital Adjustment Amount in a sentence

• 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.

• Accordingly, notwithstanding anything else in this Article 1 to the contrary, for purposes of calculating the amount of the Closing Date Purchase Price payable on the Closing Date, the Base Price will be increased or decreased (as applicable) pursuant to the definition of Closing Date Purchase Price by the Estimated Net Working Capital Adjustment Amount and the Estimated Capital Expenditure Adjustment Amount.

• If the Estimated Net Working Capital Adjustment Amount is a positive number, the Purchase Price shall be increased dollar for dollar by the Estimated Net Working Capital Adjustment Amount, and if the Estimated Net Working Capital Adjustment Amount is a negative number, the Purchase Price shall be decreased dollar for dollar by the absolute value of the Estimated Net Working Capital Adjustment Amount.

• The Estimated Net Working Capital Adjustment Amount will be held and disbursed solely for the purposes of and in accordance with the terms of this Agreement.

More Definitions of Estimated Net Working Capital Adjustment Amount

Estimated Net Working Capital Adjustment Amount means the Sellers’ good faith estimate of the Closing Date Net Working Capital Adjustment Amount, as set forth on the notice delivered by the Sellers pursuant to Section 2.03(g).

Estimated Net Working Capital Adjustment Amount means the amount, which may be positive or negative, equal to (i) Estimated Closing Date Net Working Capital, minus (ii) $25,000,000.

Estimated Net Working Capital Adjustment Amount means the amount, which may be positive or negative, equal to

Estimated Net Working Capital Adjustment Amount means an amount equal to: (a) the Estimated Net Working Capital Amount; minus (b) the Target Net Working Capital Amount.

Estimated Net Working Capital Adjustment Amount means an amount (which may be positive, negative or equal to zero) equal to: (a) the Estimated Net Working Capital Amount; minus (b) the Target Net Working Capital Amount.

Estimated Net Working Capital Adjustment Amount means the amount, which may be positive or negative, equal to (i) the Estimated Closing Date Net Working Capital, minus (ii) $10,400,000.

Estimated Net Working Capital Adjustment Amount means, as applicable, (a) if Estimated Closing Net Working Capital exceeds the Net Working Capital Upper Target, the amount of such excess (expressed as a positive number); (b) if the Net Working Capital Lower Target exceeds Estimated Net Working Capital, the amount of such excess (expressed as a negative number); or (c) if Estimated Closing Net Working Capital is less than or equal to the Net Working Capital Upper Target and greater than or equal to the Net Working Capital Lower Target, an amount equal to $0.