Working Capital Target. 9 CONTRIBUTION AGREEMENT, dated as of December 22, 2006 (this "Agreement"), among Inverness Medical Switzerland GmbH, a Swiss company ("IMS"), Procter & Xxxxxx International Operations, SA, a Swiss company ("PGIO") and IMJV GmbH, a Swiss company (the "Company").
Working Capital Target. “Working Capital Target” means the average of the six (6) different amounts of the working capital of the Company and its Subsidiaries determined on a consolidated basis from the consolidated monthly balance sheet for each of the six (6) fiscal months of the Company and its Subsidiaries prior to Closing, provided that for each monthly balance sheet the working capital of the Company and its Subsidiaries shall be determined on a consolidated basis as though each such date were the Closing Date utililizing the same formula and method used in determining the Closing Working Capital (i.e., by including and excluding the same assets and liabilities in the calculation thereof and determining such amount in accordance with Schedule 2.3.1 and Section 2.5.1), except that no physical inventory shall be taken with respect to the inventory reflected in such monthly balance sheets.
Working Capital Target. “Working Capital Target” means $5,100,000.
Working Capital Target. 9 ASSET PURCHASE AGREEMENT, dated as of December 22, 2006 (this "Agreement"), among Inverness Medical Switzerland GmbH, a Swiss company ("IMS"), Procter & Xxxxxx International Operations, SA, a Swiss company ("PGIO") and IMJV GmbH, a Swiss company (the "Company") IMS formed the Company on December 19, 2006. On the Closing Date, PGIO, IMS and the Company will enter into a shareholder agreement in a form to be mutually agreed upon (the "Shareholder Agreement"), which shall establish the respective rights and obligations of PGIO and IMS with respect to the Company. IMS, Inverness Medical Innovations, Inc. ("IMA") and certain of their Affiliates are in the business of developing, manufacturing, marketing, selling and distributing human diagnostics and monitoring products for sale and distribution through over-the-counter channels, including retail outlets and emerging channels located in such retail outlets (the "CD Business"). Prior to the Closing Date, IMA and certain of its Subsidiaries (including IMS) will restructure (the "Restructuring") their businesses. IMS and its Affiliates contemplate selling certain assets and contributing certain assets and liabilities of the CD Business, other than assets used in, and liabilities arising from, the Excluded Fields (as defined in the License Agreement). On the Closing Date and subject to the terms set forth in this Agreement (including with respect to the Excluded Assets and Excluded Liabilities), IMS will sell and PGIO will purchase certain assets of the CD Business, and PGIO will assume certain liabilities of the CD Business, in each case, as set forth in this Agreement (the "Purchased CD Business"). Simultaneously with the Closing hereunder, PGIO will contribute the Purchased CD Business to the Company pursuant to the PGIO Contribution Agreement substantially in the form attached hereto as Exhibit A (the "PGIO Contribution Agreement"). On the Closing Date, IMA will execute a guarantee (the "Guarantee"), pursuant to which IMA guarantees all of IMS' obligations under this Agreement and the Contribution Agreement. Concurrently with the execution of this Agreement, IMS is entering into a Contribution Agreement (the "Contribution Agreement") with PGIO and the Company pursuant to which IMS will contribute to the Company certain assets of the CD Business on terms and conditions set forth in the Contribution Agreement (the "Contributed CD Business"). Such contribution will be consummated concurrently with the Closing he...
Working Capital Target. The Company Net Working Capital reflected in the Company Net Working Capital Certificate shall be equal to or greater than the Working Capital Target.
Working Capital Target. The term “Working Capital Target” shall mean the amount set forth on Schedule 10.55. EXECUTED as of the date first written above. ENERGIZER HOLDINGS, INC. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer ENERGIZER RELIANCE, INC. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer HANDSTANDS HOLDING CORPORATION By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Chief Executive Officer TRIVEST PARTNERS V, L.P. By: Trivest Partners V GP, LLC, its General Partner By: Trivest Partners V, Inc., its Managing Member By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Partner /Authorized Signatory SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER FINAL FORM EXHIBIT A FORM OF STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT, dated as of [●], 2016 (this “Agreement”), is by and among Handstands Holding Corporation, a Delaware corporation (“Holding”), Trivest Partners V, L.P., a Delaware limited partnership, as representative (“Representative”), Energizer Holdings, Inc., a Missouri corporation (“Parent”), and the undersigned holders of capital stock of Holding set forth on the signature pages hereto (each, a “Supporting Stockholder”).
Working Capital Target. As of the Closing, the Company shall have minimum Working Capital in an amount such that the Company’s Current Ratio is equal to 1.2 (the "Working Capital Target"). If the Working Capital as of the Closing Date (as adjusted pursuant to the Final Working Capital Adjustment Statement setting forth the Final Working Capital Adjustment Amount) is an amount less than the Working Capital Target, that difference shall be considered a Working Capital deficit (the "Working Capital Deficit"). If the Working Capital as of the Closing Date (as adjusted pursuant to the Final Working Capital Adjustment Statement setting forth the Final Working Capital Adjustment Amount) is an amount greater than the Working Capital Target, that difference shall be considered excess Working Capital (the "Excess Working Capital"). The Working Capital Target shall be calculated consistent with the method of accounting historically applied by the Company and with the illustration set forth on Exhibit "B".
Working Capital Target. “Working Capital Target” means $50,000,000.
Working Capital Target. The Chief Financial Officer of the Company shall have delivered to the Stockholders and the Buyer, a certificate and any other evidence as may be reasonably requested by Buyer and/or the Stockholders, in form and substance reasonably satisfactory to such recipients, that the Working Capital, as of the Closing Date, is at least ten million dollars ($10,000,000).
Working Capital Target. The Members and Parent have agreed to a working capital target of $640,000.00 (the “Working Capital Target”).
