Examples of Working Capital Benchmark in a sentence
The "Working Capital Benchmark" shall be calculated by aggregating the numbers set out below, where necessary first converting such amounts into dollars using the closing mid-point exchange rates appearing in The Financial Times on the first Business Day after the Completion Date.
If the Final Net Working Capital (as determined in accordance with this Section 1.3) is greater than the Net Working Capital Benchmark, the Members shall be entitled to receive (in accordance with their respective, relative Cash Contribution Consideration Percentage) from Holdco, in cash and without interest thereon, an amount equal to the amount by which the Final Net Working Capital exceeds the Net Working Capital Benchmark on a dollar-for-dollar basis.
If the Closing Net Working Capital is less than the Net Working Capital Benchmark, then Seller shall promptly remit to Purchaser an amount equal to the amount of such deficit by wire transfer in immediately available funds or shall otherwise take such measures, reasonably acceptable to Purchaser and Company, as are necessary to remedy any such deficit in the Net Working Capital.
Each Seller covenants that the Estimated Adjusted Working Capital Report will be prepared in good faith by the Sellers’ Representative in accordance with GAAP applied on a basis consistent with that used in the preparation of the Adjusted Working Capital Benchmark.
If the Final Adjusted Net Working Capital (as determined in accordance with this Section 1.3) is greater than the Adjusted Net Working Capital Benchmark, the Members shall be entitled to receive (in accordance with the Member Allocation) from Parent, in cash and without interest thereon, an amount equal to the amount by which the Final Adjusted Net Working Capital exceeds the Adjusted Net Working Capital Benchmark on a dollar-for-dollar basis.
If the Final Net Working Capital is less than the Net Working Capital Benchmark (such amount, the “Working Capital Shortfall”), Holdco shall be entitled to receive an amount equal to the Working Capital Shortfall in the form of shares initially issued from the Closing Stock Consideration, such shares for purposes of this Section 1.3(c) to be deemed to be valued at Eleven Dollars ($11.00) per share and without interest thereon.
If the Final Adjusted Net Working Capital is less than the Adjusted Net Working Capital Benchmark (such amount, the “Working Capital Shortfall”), Parent shall be entitled to receive from each Member, in cash and without interest thereon, an amount equal to its pro rata share determined in accordance with the Member Allocation) of the amount by which the Adjusted Net Working Capital Benchmark exceeds the Final Adjusted Net Working Capital on a dollar-for-dollar basis.