Capital Cap definition

Capital Cap of each Closing means the result of the Per Share Purchase Price of such Closing multiplied by the maximum number of Common Stock (in the case of First Closing) or Series B Preferred Stock (in the case of Second Closing and Third Closing) to be issued to the Buyer that would result in the Buyer (and its Affiliates, if applicable) meeting the Maximum Share Limitation after such issuance (considering the shareholding of the Buyer at the time).
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Examples of Capital Cap in a sentence

  • If the Estimated Net Working Capital is greater than the Target Net Working Capital Maximum, then the Closing Date Cash Consideration will be increased by an amount equal to (x) the Estimated Net Working Capital minus (y) the Target Net Working Capital (provided, that, in no event shall the Closing Date Cash Consideration be increased with respect to Net Working Capital by more than the Working Capital Cap) (such amount, the “Working Capital Overage”).

  • If the Estimated Net Working Capital is less than the Target Net Working Capital Minimum, then the Closing Date Cash Consideration will be reduced by an amount equal to (x) the Target Net Working Capital minus (y) the Estimated Net Working Capital (provided, that, in no event shall the Closing Date Cash Consideration be reduced with respect to Net Working Capital by more than the Working Capital Cap) (the “Working Capital Deficiency”).

  • Notwithstanding the foregoing, if at any time during the Term, Zogenix determines the book value of the inventory of Materials and unreleased Finished Goods that are held by Zogenix in connection with the Manufacture of Product minus the accounts payable associated with such Materials and unreleased Finished Goods exceeds the Working Capital Cap by more than [***], then Zogenix may inform Endo of the same and the Parties shall discuss in good faith and agree upon an adjustment to such Working Capital Cap.

  • The forecast for the [***] following the Effective Date shall serve as the baseline for the Working Capital Cap, which cap shall be adjusted upwards or downwards on each anniversary of the Effective Date based on (i) changes in foreign exchange rates and (ii) the change between the baseline forecast and the current forecast.

  • In the event that the Purchase Price for any Closing exceeds the Capital Cap for such Closing as a result of a decrease of total issued and outstanding shares or voting power of the Company, such Purchase Price shall be reduced to the Capital Cap for such Closing.

  • The aggregate purchase price payable by the Buyer (the “Purchase Price” of such Closing) shall be (i) $10,000,000 for the First Closing, (ii) $5,000,000 for the Second Closing and (iii) $5,000,000 for the Third Closing, in each case subject to the Capital Cap (as defined below) for such Closing.

  • Thus, if on the Effective Date the forecast annual volume was [***] units, on the first anniversary date the forecast annual volume was [***] units, and on the second anniversary date the forecast annual volume was [***] units, the Working Capital Cap would be [***] of $7,000,000, or $[***] for the second year of the agreement and [***] of $7,000,000, or $[***], for the third year of the Agreement.