Examples of Final Working Capital Payment in a sentence
In no event shall the Final Working Capital Payment as determined by the Independent Accountants be more favorable to Buyer than reflected on the Statement of Working Capital Calculation prepared by Buyer nor more favorable to Seller than shown in the proposed changes delivered by Seller pursuant to its notice of disagreement.
Within five Business Days of the date on which the last disputed item required to determine the Final Working Capital, Final Customer Advances Amount and the Final Capital Lease Amount is resolved pursuant to this Section 2.03, the Purchase Price shall be increased by the excess, if any, of the Final Working Capital Payment over the Estimated Working Capital Payment, or decreased by the excess, if any, of the Estimated Working Capital Payment over the Final Working Capital Payment.
In the event that the Final Working Capital Payment Amount is more than $100,000, the amount of the Final Working Capital Payment Amount in excess of $100,000 shall be promptly (but in any event within five Business Days of the determination of the Final Working Capital Payment Amount) paid by wire transfer in immediately available funds to the Buyer or Seller, as applicable, to an account designated by such payee.
Any Seller Final ARMC Working Capital Payment Amount or Buyer Final ARMC Working Capital Payment Amount shall be netted against, or added to (as applicable), any Seller Final Centrahoma Working Capital Payment Amount or Buyer Final Centrahoma Working Capital Payment Amount, which final amount payable to either Buyer or Seller shall be referred to herein as the Final Working Capital Payment Amount.
For the purposes of the previous sentence, only Stockholders holding such shares immediately prior to the Effective Time shall receive any distribution of the Final Working Capital Payment.
Any determination of the Final Working Capital Payment by the Independent Accountants shall be final and binding upon all Parties.
Any payment shall be made within two (2) Business Days of the date the Final Working Capital Payment is deemed to be finally determined pursuant to Section 2.4(d).
If no Merger Consideration remains (after the payments in (i)-(vi) above), then each share of Common Stock shall be cancelled and shall cease to exist and no other consideration shall be delivered or deliverable upon exchange therefore other than the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c).
The Estimated Working Capital Payment and the Final Working Capital Payment will be determined in accordance with the methodologies in Schedule 2.4(a).
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of 6,400,000 units (“Firm Units”) of the Company, at a purchase price (net of discounts and commissions and the Deferred Discount described in Section 1.1.3 below) of $9.575 per Firm Unit.