Estimated Net Working Capital Excess means the amount of the excess of Estimated Net Working Capital over the Net Working Capital Target, if any.

Estimated Net Working Capital Excess has the meaning set forth in Section 2.2 hereof.

Estimated Net Working Capital Excess has the meaning provided such term in Section 2.9(b).

Examples of Estimated Net Working Capital Excess in a sentence

The amount payable by Buyer to Sellers at the Closing shall be an amount (the “Closing Date Payment Amount”) in Dollars equal to (i) the Base Closing Cash Amount plus (ii) the Estimated Net Working Capital Excess Amount, if any, minus (iii) the Estimated Net Working Capital Deficiency Amount, if any, minus (iv) the Estimated Transaction Expenses minus (v) the Estimated Closing Date Indebtedness.
The Initial Purchase Price shall be (a) reduced dollar-for-dollar to the extent the Estimated Net Working Capital (as defined below) is less than the Target (such shortfall, if any, being referred to herein as the "Estimated Net Working Capital Shortfall") or (b) increased dollar-for-dollar to the extent the Estimated Net Working Capital is greater than the Target (such excess, if any, being referred to herein as the "Estimated Net Working Capital Excess").
The Estimated Closing Statement will include reasonable detail showing CH Seller’s calculation of (i) Estimated Net Working Capital (and any Estimated Net Working Capital Shortfall or Estimated Net Working Capital Excess, as applicable), (ii) Estimated Company Cash, (iii) Estimated Transaction Expenses, and (iv) Estimated Company Indebtedness.
To the extent any Estimated Net Working Capital Excess is not paid by the Purchaser at the Closing, such amount shall be paid by the Purchaser by wire transfer of immediately available funds within fifteen (15) Business Days following the Closing Date.
If the Estimated Net Working Capital is greater than the Assumed Net Working Capital (the amount by which the Estimated Net Working Capital exceeds the Assumed Net Working Capital being referred to herein as the “Estimated Net Working Capital Excess”), then the Base Purchase Price shall be increased pursuant to Section 1.2 by an amount equal to the Estimated Net Working Capital Excess.
In full payment for the Shares and in consideration of Seller’s covenants and agreements in this Agreement and the Ancillary Documents, Buyer shall pay or cause to be paid at the Closing (the “Closing Payment”), in the manner described in Section 2.03: (i) (A) the Closing Cash Amount plus (B) the Estimated Net Working Capital Excess, if any, minus (C) the Estimated Net Working Capital Deficit, if any and (ii) the Rollover Amount, in the form of the Rollover Stock.

More Definitions of Estimated Net Working Capital Excess

Estimated Net Working Capital Excess has the meaning set forth in Section 1.11(a).

Estimated Net Working Capital Excess means the amount by which (if any) the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is greater than the Target Net Working Capital. “Estimated Net Working Capital Shortfall” means the absolute value of the amount by which (if any) the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Target Net Working Capital. “Estimated Purchase Price” has the meaning set forth in Section 2.4(a) “Estimated Transaction Expenses” means the Sellers’ good faith estimate of the Closing Transaction Expenses, as set forth on the Estimated Closing Statement. “Exchange Agent” means Computershare Limited.

Estimated Net Working Capital Excess. Section 1.4.3

Related to Estimated Net Working Capital Excess

Estimated Net Working Capital has the meaning set forth in Section 2.3(a).
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.
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
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.
Consolidated Working Capital Adjustment means, for any period 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.
Target Net Working Capital means $36,500,000.
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Target Working Capital Amount means $162,000,000.
Net Working Capital Target means $0.00.
Target Working Capital has the meaning set forth in Section 2.06(a)(ii).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Working Capital Amount shall have the meaning specified in Section 3.4(e).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Consolidated Working Capital means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.
Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.
Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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