Parent Working Capital definition

Parent Working Capital. “Parent Working Capital” shall mean the Working Capital of Parent on a specified date; provided, that Parent Working Capital shall be adjusted upwards for the amount of any Closing Date Parent Transaction Expense Amount.
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Parent Working Capital means the excess of current assets over current liabilities of the Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP and adjusted to reflect the Net Accounting Adjustment.
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Parent Working Capital. On the Closing Date, after payments of amounts that Parent may pay in accordance with Section 6.14(i) hereof, Parent shall have at least $22,000,000 in cash or liquid securities available for the working capital needs of the Surviving Company and for general corporate purposes. $3,500,000 of such amount will be used to extinguish the Ourgame Notes at Closing pursuant to Section 6.18.”
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Examples of Parent Working Capital in a sentence

  • Stockholders’ Representative Proposed Parent Working Capital Deficit Amount.

  • The Closing Date Parent Balance Sheet shall be accompanied by a written statement of any Parent Working Capital Deficit Adjustment as determined by Parent resulting from the information set forth in the Closing Date Parent Balance Sheet (the “Parent Proposed Parent Working Capital Deficit Amount”).

  • If Parent does not deliver the Parent Closing Balance Sheet and Parent Working Capital Statement in accordance with Section 2.17(c) within sixty (60) days after the Closing, or if during such 60-day period Parent delivers to the Representative written notice that Parent accepts the Estimated Working Capital Surplus or Estimated Working Capital Deficit, as applicable, then such amounts shall be considered final, conclusive and binding.

  • The term “Parent Adjusted Calculation,” as used in this Agreement, shall mean the definitive Parent Working Capital agreed to (or deemed agreed to) by Parent and STT Communications under Section 2C.02(c) or, if Parent Unresolved Items are submitted to the Independent Auditors, such definitive Parent Working Capital, as adjusted to reflect the determination of the Independent Auditors under this Section 2C.02(d).

  • The Closing Date Working Capital as finally determined by (A) failure of Parent to deliver a Parent Closing Balance Sheet and Parent Working Capital Statement, or (B) failure of the Representative to deliver a Working Capital Objection Statement, or (C) agreement 30 of the Representative and Parent (including pursuant to a notice by the Representative that the Parent Working Capital Statement is acceptable), or (D) the Neutral Auditor, shall be the “Final Working Capital”.

  • The Parent Working Capital Schedule shall be prepared in accordance with the Company Accounting Policies (to the extent such Company Accounting Policies are in accordance with GAAP).

  • As provided in the Parent Consideration Adjustment Schedule (as defined in Section 2C.02(h)), the Parent Post-Combination Shares will be decreased by the number of Parent Shares equal to the quotient obtained by dividing (x) Parent Working Capital Shortfall (as defined in Section 2C.02(h), by (y) $1.53, and any such decrease shall be allocated in accordance with the Parent Consideration Adjustment Schedule.

  • In the event the Shareholder Representative does not notify the Parent of any such dispute within such thirty (30)-day period or notifies the Parent within such period that it does not dispute any item contained therein, the Parent Working Capital Schedule delivered pursuant to Section 3.9(a) and the Parent’s calculation of the Working Capital Schedule, shall be final and binding upon the Parties.

  • The Working Capital Escrow Agent shall be authorized to disburse funds to pay the Parent Working Capital Claim or the Stockholder Representatives’ Working Capital Claim, as applicable, and to disburse any Excess Cash as set forth in Section 3.3(b)(i).

  • Parent Liquidity equals Parent Working Capital plus Level 1 Securities (at fair market value) as defined by the Liquidity Coverage Ratio rule.


More Definitions of Parent Working Capital

Parent Working Capital means the current assets of Parent less the current liabilities of Parent; provided that, for purposes of this Agreement, current liabilities shall exclude all long-term debt (except the current portion thereof), liabilities or other obligations in connection with the Parent Special Warrants, costs incurred by Parent in connection with the transactions contemplated by this Agreement and other obligations that accelerate or become due as a result of the consummation of the transactions contemplated by this Agreement. For purposes of calculating Parent Working Capital under this definition, the fair market value of deferred revenues shall be deemed to equal 30% of its stated value.
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Parent Working Capital means the Parent’s and Parent Subsidiaries’ consolidated current assets (including cash, cash equivalents and short-term investments; provided, however that any cash received as a result of the exercise of outstanding Parent options or warrants after the date of this Agreement shall not be included for this determination) minus their consolidated current liabilities (not including current portion of long-term liabilities, short-term indebtedness or accrued interest) as shown on the Parent Closing Balance Sheet.
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Parent Working Capital means (a) the sum of (i) the current assets of the Parent Companies, plus (ii) the balance of the Parent’s general ledger account entitled account #99010, on the Parent’s consolidated balance sheet (the “Other Investment”) not to exceed $16,400,000 (to the extent not included in current assets) and only to the extent that it is used for the same purpose it is used for as of the date of this Agreement and to the extent that there have been no additions to such account other than for the purpose for which it is used as of the date of this Agreement, plus (iii) for the purposes of determining cash of Parent, the aggregate amount of exercise and/or conversion prices for all vested stock options and warrants to acquire Parent Common Stock, plus (iv) the principal amount of any promissory notes not classified as a current asset payable to Parent in connection with any vested shares of Parent Common Stock that were issued pursuant to restricted stock awards, plus (v) any cash held in trust for the benefit of fronting insurance partners (to the extent not already included in current assets), minus (b) the sum of (i) the current liabilities of the Parent Companies (excluding all Indebtedness of the Parent Companies otherwise includable therein), plus (ii) $10,000,000, in each case determined in accordance with GAAP on a consolidated basis as of the Closing; provided, however, that Parent Working Capital shall be calculated without taking into account Parent Asia Working Capital.
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Parent Working Capital means the current assets of Parent, minus the current liabilities of Parent, minus the cash of Parent, in each case as applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of Parent’s audited financial statements for the most recent fiscal year.
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Related to Parent Working Capital

  • Target Working Capital means $0.

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

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

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

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

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

  • Target Net Working Capital means $0.

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

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

  • 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.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

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

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

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

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

  • Final Working Capital has the meaning set forth in Section 2.04(b).

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

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

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

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

  • 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.

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

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

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • 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).