Working Capital Range definition

Working Capital Range means $83,000,000 to $87,000,000.
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Working Capital Range means the range of negative Fifty Thousand Dollars to Fifty Thousand Dollars (-$50,000 to +$50,000).
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Working Capital Range means $(7,159,000) to $(9,264,000) (which, for the avoidance of doubt, are negative numbers). DEFINED TERMS INDEX 280G Stockholder Approval 77 Accounting Firm 14 Adjustment Statement 13 Agreement 1 Agreement Date 1 Author 28 Authorizations 25 Balance Sheet 22 Balance Sheet Date 22 Board of Directors 1 Board Resolutions 1 Buyer Balance Sheet Date 57 CBA 44 Certificate of Merger 2 Claim Notice 90 Claim Objection Notice 91 Claims Period 89 Closing 2 Closing Company RSU Consideration 3 Closing Date 2 COBRA 41 Company 1 Company Software 32 Confidential Information 29 Confidentiality Agreement 67 D&O Indemnification Provisions 77 D&O Indemnitees 77 Designated Employee Plan 72 DGCL 1 Disclosure Letter 16 Disclosure Letters 53 Disputed Matters 14 Dissenting Shares 8 Effective Time 2 ERISA 6 Export Approvals 51 Facilities 25 Final Closing Cash 13 Final Closing Indebtedness 13 Final Unpaid Transaction Expenses 13 Final Working Capital Adjustment 13 Financial Statements 22 Financing 76 Fundamental Representation Claims 89 Fundamental Representations 89 Government Contract 49 ICT Infrastructure 32 Inbound Licenses 30 Indemnified Parties 85 Indemnified Party 85 Information Statement 78 Key Employee Agreements 1 Leases 26 Letter of Transmittal 10 Licensed Data 35 Loan Repayment Amount 13 Majority Indemnifying Parties 93 Material Contract 46 Merger 1 Merger Sub 1 Non-Competition Agreement 1 Notice of Disagreement 14 Offer Letter 1 Organizational Documents 16 Outbound Licenses 30 Parachute Payment Waiver 4 Parent 1 Parent Balance Sheet 56 Parent Contact Person 58 Parent Disclosure Letter 53 Parent SEC Documents 55 Paying Agent 9 Payment Fund 9 Payoff Letter 76 Payor 12 Personal Data Breach 13 Post-Signing Severance Obligations 72 Privacy Commitments 33 Reserve Amount 85 Resolution Period 14 Section 280G Payments 77 Seller Agent 1 Seller Agent Expenses 93 Spreadsheet 69 Spreadsheet Certificate 3 Stock Certificates 10 Stockholder Letter of Transmittal 10 Surviving Corporation 2 Tail Insurance Coverage 77 Tax Indemnity Holdback Release Date 84 Tax Indemnity Holdback Shares 83 Tax Matter 73 Third-Party Claim 91 Transaction Indemnity Holdback 83 Transaction Indemnity Holdback Release Date 84 Transactions 1 Unvested Shares 17 VAT 40 WARN Act 44 Warrant Waiver 7 A-17 259477719 v12
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Examples of Working Capital Range in a sentence

  • For the avoidance of doubt, if the Estimated Working Capital, as determined pursuant to Section 2.5(a), is greater than the lowest amount in the Target Working Capital Range, no adjustment will be made.

  • If the Estimated Closing Date Net Working Capital is within the Company Net Working Capital Range, then the Closing Date Consideration will not be adjusted for any Working Capital Underage or Working Capital Overage pursuant to this Section 2.1(c), but may be subject to adjustment for a Working Capital Underage or Working Capital Overage following the Closing as provided in Section 2.3.

  • If the Estimated Closing Date Net Working Capital is greater than the top of the Company Net Working Capital Range, then the Closing Date Consideration will be increased by an amount equal to the difference between the Estimated Closing Date Net Working Capital and the midpoint of the Company Net Working Capital Range (such amount, if any, a “Working Capital Overage”).

  • If the Estimated Closing Date Net Working Capital is less than the bottom of the Company Net Working Capital Range, then the Closing Date Consideration will be reduced by an amount equal to the absolute value of the difference between the midpoint of the Company Net Working Capital Range and the Estimated Closing Date Net Working Capital (such amount, if any, a “Working Capital Underage”).

  • The Accounting Arbitrator shall not make any other determination, including any determination as to whether the Target Net Working Capital Range is correct.

  • If the Final Net Working Capital is within the Target Net Working Capital Range, there shall be no adjustment to the Purchase Price pursuant to this Section.

  • There may be a close connection between the Wittgenstein‘s notion of immortalization/glorification and the so-called cause célèbre of Otto Weininger.

  • Instructions for administering the test should be simple and clear.

  • If the Estimated Working Capital Amount as reflected on the Estimated Closing Working Capital Statement is less than the lower end of the Target Working Capital Range, then the Transaction Consideration shall be decreased by the difference between the Estimated Working Capital Amount and the lower end of the Target Working Capital Range.

  • If the Final Working Capital (as finally determined pursuant to Section 2.3(b)) is greater than the top of the Target Working Capital Range, then the Purchase Price will be adjusted upward by the amount of such excess, and Buyer shall pay or cause to be paid an amount in cash equal to such excess, by bank wire transfer of immediately available funds, to an account designated in writing by the Stockholder Representative, for the benefit of the Stockholders, Optionholders and Warrantholders.


More Definitions of Working Capital Range

Working Capital Range as defined in Section 2.6(a).
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Working Capital Range means the range between $(150,000) and $150,000.
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Working Capital Range means $97,000,000 to $103,000,000.
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Working Capital Range as provided in the Agreement is hereby deleted and replaced with the following:
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Working Capital Range means a dollar amount of Working Capital greater than or equal to $200,000 and less than or equal to $500,000.
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Related to Working Capital Range

  • Working Capital means Current Assets less Current Liabilities.

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

  • Working Capital Reserve shall have the meaning set forth in the Partnership Agreement.

  • Working Capital Facility means, at any time, the aggregate amount of the Working Capital Lenders' Working Capital Commitments at such time.

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

  • Final Working Capital has the meaning set forth in Section 2.4(b)(iii).

  • Target Working Capital has the meaning set forth in Section 2.06(a)(ii).

  • Working Capital Assets means the current assets of Company and its Subsidiaries as of the Effective Time (including all Cash and Cash Equivalents), each determined in accordance with Accounting Principles but excluding all Tax assets; provided, however, in no event shall any accounts receivable relating to item #3 (System Gain/Loss) on Schedule 4.5 be included as a current asset of the Company or its Subsidiaries.

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • 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.

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

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

  • Working Capital Advance has the meaning specified in Section 2.01(c).

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

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

  • Working Capital Borrowings means borrowings incurred pursuant to a credit facility, commercial paper facility or similar financing arrangement that are used solely for working capital purposes or to pay distributions to the Partners; provided that when such borrowings are incurred it is the intent of the borrower to repay such borrowings within 12 months from the date of such borrowings other than from additional Working Capital Borrowings.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Working Capital Target has the meaning set forth in Section 1.3(b).

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

  • Working Capital Escrow Amount means $500,000.

  • Working Capital Loan has the meaning specified in Section 2.1(c).

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

  • Working Capital Loans means any loan made to Acquiror by any of the Sponsor, an Affiliate of the Sponsor, or any of Acquiror’s officers or directors, and evidenced by a promissory note, for the purpose of financing costs incurred in connection with a Business Combination.

  • 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.