Lower Working Capital Target definition

Lower Working Capital Target means $470,000,000.
Sample 1Sample 2Sample 3
Lower Working Capital Target means $66,526,000.
Sample 1Sample 2
Lower Working Capital Target means negative $10,043,603.
Sample 1Sample 2

More Definitions of Lower Working Capital Target

Lower Working Capital Target means $22,000,000. “Material Adverse Effect” means, with respect to Seller or Buyer, as applicable, any effect, change, condition, occurrence, event, circumstance, result, state of facts or development that, individually or in the aggregate, (1) materially and adversely affects, or prevents or materially delays, the ability of Seller or Buyer, as applicable, to perform its respective obligations under, and consummate the transactions contemplated by, this Agreement, or (2) has a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise), taken as a whole, of: (a) in the case of Seller, the Company and the Subsidiary, taken as a whole; and (b) in the case of Buyer, Buyer; but, in the case of clause (2) only, none of the following, either alone or in combination, shall be deemed to constitute a Material Adverse Effect: any effect, condition, change, occurrence, event, circumstance, result, state of facts or development: (i) resulting from general economic, political, financial, banking, credit or securities market conditions including any disruption thereof and any interest or exchange rate fluctuations; (ii) resulting from the announcement of this Agreement or the transactions contemplated hereby; (iii) resulting from any changes in applicable Laws or accounting rules by which the Company or the Subsidiary or the Buyer (or any of their respective assets or properties) is bound; (iv) resulting from natural disasters, acts of terrorism or war (whether or not declared), or epidemics or pandemics; (v) arising out of any action taken with the express written consent of the other party hereto; or (vi) any decline in the market price or trading volume of Seller Guarantor’s common stock, in and of itself; provided, that the exception in this clause (vi) shall not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline from being taken into account in determining whether there has been a Material Adverse Effect of Seller; provided further, that any effect, change, condition, occurrence, event, circumstance, result, state of facts or development referred to in clauses (i), (iii) or (iv) may be taken into account in determining whether a “Material Adverse Effect” has occurred if such effect, change, condition, occurrence, event, circumstance, result, state of facts or development has a dispropor...
Sample 1
Lower Working Capital Target means the amount set forth on Schedule 1.1(116).
Sample 1
Lower Working Capital Target has the meaning set forth in the definition of “Closing Working Capital Adjustment Amount.”
Sample 1
Lower Working Capital Target means $205,000,000. “Material Adverse Effect” means any circumstance, event, condition, occurrence, development, effect or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, operations, condition (financial or otherwise), assets, or results of
Sample 1
Lower Working Capital Target means $136,250,000.
Sample 1
Lower Working Capital Target means $4,180,000.
Sample 1

Related to Lower Working Capital Target

  • Working Capital Target means $0.

  • Net Working Capital Target means $0.00.

  • Target Net Working Capital Amount means $5,000,000.

  • Target Working Capital Amount means $75,000,000.

  • Target Net Working Capital means $0.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • 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.

  • Target Working Capital means $0.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Consolidated Working Capital Adjustment means, for any period of determination 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.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(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.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Base Working Capital means $25,000,000.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).