Final Net Working Capital Adjustment definition

Final Net Working Capital Adjustment means an amount equal to (a) the Final Closing Net Working Capital Deficit minus (b) the Target Net Working Capital Deficit; provided that, if the absolute value of the Final Net Working Capital Adjustment is less than or equal to $255,000, the Final Net Working Capital Adjustment shall be deemed equal to zero. For the avoidance of doubt, the Final Net Working Capital Adjustment may be positive or negative.

Final Net Working Capital Adjustment means, as applicable: (a) the amount by which the Closing Date Net Working Capital is less than the Target Net Working Capital (expressed as a negative amount), (b) the amount by which the Closing Date Net Working Capital is greater than the Target Net Working Capital (expressed as a positive amount) or (c) if the Closing Date Net Working Capital is equal to the Target Net Working Capital, $0.

Final Net Working Capital Adjustment shall have the meaning set forth in Section 3.02(e).

Examples of Final Net Working Capital Adjustment in a sentence

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “ Final Purchase Price ”).

• The scope of disputes to be resolved by the Neutral Accountant shall be limited to each Disputed Item, and Buyer and Sellers’ Representative shall jointly instruct the Neutral Accountant to determine, on such basis, the extent, if any, to which the Final Net Working Capital Adjustment Amount set forth in the Final Balance Sheet Certificate requires adjustment.

• The aggregate purchase price for the Target Equity Interests (the “ Purchase Price”) shall be (1) an amount in cash (the “Cash Consideration”) equal to (i) $80,000,000 (the “Base Cash Consideration”), plus (ii) the Final Net Working Capital Adjustment, minus (iii) the Final Closing Indebtedness, plus (iv) the Final Closing Cash, minus (v) the Final Transaction Expenses, and (2) the Share Consideration.

• Within ninety (90) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller a final statement of Net Working Capital (the "Final Net Working Capital Statement") setting forth the Net Working Capital of Seller as of the Closing Date (the "Final Net Working Capital") and the final Working Capital Adjustment (the "Final Net Working Capital Adjustment").

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “Final Purchase Price”).

More Definitions of Final Net Working Capital Adjustment

Final Net Working Capital Adjustment means (a) if the Final Net Working Capital is greater than the Target Net Working Capital, the amount by which the Final Net Working Capital is greater than the Target Net Working Capital, or (b) if the Final Net Working Capital is less than the Target Net Working Capital, the amount by which the Final 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.

Final Net Working Capital Adjustment means (i) $0 if Final Net Working Capital as determined in accordance with Section 2.07(c) is equal to or greater than that the Lower Working Capital Target and less than or equal to the Upper Working Capital Target, (ii) the amount by which Final Net Working Capital as determined in accordance with Section 2.07(c) is greater than the Upper Working Capital Target or (iii) the product of (x) the amount by which Final Net Working Capital as determined in accordance with Section 2.07(c) is less than the Lower Working Capital Target multiplied by (y) negative 1 (-1).

Final Net Working Capital Adjustment. “Final Indebtedness”, “Final Closing Cash” and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Indemnity Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Merger Consideration less (y) the Closing Merger Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Merger Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Final Net Working Capital Adjustment means either (A) the amount, if any, by which the Estimated Net Working Capital exceeds the Final Statement of Net Working Capital or (B) by the amount, if any, by which the Final Statement of Net Working Capital exceeds the Estimated Net Working Capital.

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

Final Net Working Capital Adjustment shall be the Net Working Capital Adjustment as finally determined pursuant to Section 2.7.

Final Net Working Capital Adjustment shall be equal to the difference between the Final Net Working Capital and the Estimated Net Working Capital (it being understood that the Final Working Capital Adjustment may be either a positive or a negative number).