Estimated Net Working Capital Shortfall definition

Estimated Net Working Capital Shortfall means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Company Net Working Capital Target.

Estimated Net Working Capital Shortfall shall have the meaning set forth in Section 2.5(a).

Estimated Net Working Capital Shortfall means the amount by which the Estimated Closing Net Working Capital is less than the Working Capital Threshold.

Examples of Estimated Net Working Capital Shortfall in a sentence

• 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.

• Negative Adjustment”: The excess, if any, of (A) Estimated Closing Cash over Final Closing Cash, (B) Final Closing Indebtedness over Estimated Closing Indebtedness, (C) Estimated Net Working Capital Surplus over Final Net Working Capital Surplus, and (D) Final Working Capital Shortfall over Estimated Net Working Capital Shortfall.

• Positive Adjustment”: The excess, if any, of (A) Final Closing Cash over Estimated Closing Cash, (B) Estimated Closing Indebtedness over Final Closing Indebtedness, (D) Final Net Working Capital Surplus over Estimated Net Working Capital Surplus, and (E) Estimated Net Working Capital Shortfall over Final Working Capital Shortfall.

• To the extent Seller Debt and all Closing Date Sellers Expenses exceed the Cash Purchase Price (as adjusted for any Estimated Net Working Capital Shortfall), the Owners shall (severally, but not jointly, pro rata based on each such Owners’ Ownership Percentage, contribute such additional amounts (if any) to the Sellers as necessary to satisfy in full such debt and expenses at Closing.

• In consideration of the sale of the Company LLC Interests, the Buyer shall pay to the Seller Twenty Two Million Dollars ($22,000,000), plus or minus any Estimated Net Working Capital Surplus or Estimated Net Working Capital Shortfall, as applicable, (the “Purchase Price”).

More Definitions of Estimated Net Working Capital Shortfall

Estimated Net Working Capital Shortfall. If Estimated Net Working Capital (together with any changes thereto, if any, agreed to by Buyer and Seller) is greater than the Expected Net Working Capital, such surplus shall be defined as the “Estimated Net Working Capital Surplus.”

Estimated Net Working Capital Shortfall. Section 1.4.3

Estimated Net Working Capital Shortfall has the meaning set forth in Section 3(i).

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 Shortfall means the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working “GAAP” means United States generally accepted accounting principles.

Estimated Net Working Capital Shortfall means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Company Net Working Capital Target. “Estimated Net Working Capital Surplus” means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, exceeds the Company Net Working Capital Target. “Estimated Total Stock Purchase Consideration” means an amount equal to (A) the Base Amount plus (B) the Estimated Net Working Capital Surplus (if any), minus (C) the Estimated Net Working Capital Shortfall (if any) minus (D) the Estimated Transaction Expenses plus (E) the Estimated Closing Cash minus (F) the Estimated Closing Debt. “Estimated Transaction Expenses” means the Company’s good faith estimate of the Closing Transaction Expenses, as set forth on the Estimated Closing Statement. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Excluded Liabilities” means the Liabilities set forth on Schedule 1.1(c). “Existing Employment Agreements” has the meaning set forth in Section 3.12(h). “Export Control and Sanctions Laws” has the meaning set forth in Section 3.15(e). “Final Closing Cash” means the Closing Cash, as finally agreed or determined in accordance with Section 2.4(b). “Final Closing Debt” means the Closing Debt, as finally agreed or determined in accordance with Section 2.4(b). “Final Net Working Capital” means the Closing Net Working Capital as finally agreed or determined in accordance with Section 2.4(b). “Final Transaction Expenses” means the Closing Transaction Expenses, as finally agreed or determined in accordance with Section 2.4(b). “FLSA” has the meaning set forth in Section 3.16(a). “Fraud” means common law fraud (with scienter), as determined under Delaware Law. “Fundamental Representations of the Company” means the representations and warranties of the Company set forth in Section 3.1 (Organization and Good Standing), Section 3.2 (Company Subsidiaries), Section 3.3 (Power, Authorization and Validity), Section 3.4 (Capitalization of the Company), Section 3.5(a) (No Conflicts With Charter Documents) and Section 3.18 (No Brokers). “Fundamental Representations of the Sellers” means the representations and warranties of the Sellers and the Seller Guarantors set forth in Section 4.1 (Power, Authorization and Validity), Section 4.2 (Title) and Section 4.5 (Brokers). “Good Reason” means, with respect to any Earn-Out Recipient, the occurrence of one ...

Estimated Net Working Capital Shortfall used for purposes of calculating the Initial Merger Consideration shall be the amount by which the Minimum Working Capital exceeds the Estimated Working Capital. If the Estimated Working Capital equals or exceeds the Minimum Working Capital, there shall be no Estimated Net Working Capital Shortfall (i.e., in such case, the Estimated Net Working Capital Shortfall shall be $0.00).