Final Net Working Capital Adjustment definition

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).

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

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”).

• 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.

• The Final Closing Date Balance Sheet and Final Net Working Capital Statement (together with the Final Closing Date Net Working Capital and Final Net Working Capital Adjustment) shall become final and binding upon the Parties twenty (20) days following the Shareholders’ Representative’s receipt thereof, unless the Shareholders’ Representative gives written notice of disagreement (a “Notice of Disagreement”) to Buyer prior to such date.

• 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 election of the Divisional Sub-Branch President, Vice-President and Secretary shall be by postal ballot taken concurrently with the Divisional Branch quadrennial elections of the members attached to the Divisional Sub-Branch entitled to vote in accordance with sub rule 15.14.3 "Conduct of Elections".

More Definitions of Final Net Working Capital Adjustment

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 Consideration” means (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 Representative Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

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 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 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 the Final Net Working Capital less the Normalized Net Working Capital. The Final Net Working Capital Adjustment can be a positive amount or a negative amount;