Company Net Working Capital means as of a particular date, total consolidated current assets less total consolidated current liabilities (excluding cash and deferred revenue) of the Company determined in accordance with GAAP, except as specifically provided for herein, as applied in a manner consistent with the Company’s historical practices and the preparation of its audited consolidated balance sheet as of December 31, 2014.
Company Net Working Capital means (i) the Company’s consolidated total current assets as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet) less (ii) the Company’s consolidated total current liabilities as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet). For purposes of calculating Company Net Working Capital, the Company’s current assets shall (regardless of whether they would be treated as a current asset under GAAP as applied in the Company Balance Sheet) exclude deferred Tax assets. For purposes of calculating Company Net Working Capital, the Company’s current liabilities shall (regardless of whether they would be treated as a current liability under GAAP as applied in the Company Balance Sheet) (A) include, without duplication, (I) all Company Debt, (II) all Pre-Closing Taxes known at the time of such calculation, Taxes described in Section 1.8 known at the time of such calculation, and any other Liabilities of the Company for Taxes as of the Closing (including, for clarity, employer payroll taxes or other Taxes arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions, but not including employee payroll taxes to the extent properly withheld and paid over to the appropriate Governmental Entity), whether or not such Liabilities for Taxes would be then due and payable, (III) all bonuses or severance obligations owed by the Company to the Company’s directors, employees and/or consultants in connection with the Merger that are unpaid as of the Closing (after giving effect to any applicable waivers pursuant to Offer Letters, Option Waivers and/or Vesting Agreements) and (IV) all Liabilities for vacation or paid time off accrued by the Company’s employees as of the Closing and (B) exclude all Liabilities for Transaction Expenses that are incurred but unpaid as of the Closing.
Company Net Working Capital means (i) the Current Assets of the Company less (ii) Current Liabilities of the Company, in each case, determined as of the close of business on the Closing Date.
Examples of Company Net Working Capital in a sentence
The Company covenants and agrees that, at Closing, (a) the Company Net Working Capital Amount shall be no less than negative twenty-five thousand dollars, and (b) the Company will have an amount of cash sufficient for Parent and/or the Company to satisfy its Tax withholding obligations with respect to the issuance of Carve-Out Plan Closing Shares.
As of the Closing Date, each of: (i) the Company Net Working Capital shall be not less than $1,200,000; and (ii) the sum of (x) the Company’s Available Cash plus (y) the amount by which Company Net Working Capital exceeds $1,200,000 as of the Closing Date, shall be not less than $2,514,000 after payment of transaction expenses as contemplated in Section 6.2(m) each as determined to the reasonable satisfaction of Parent based on such evidence as it shall reasonably request.
If Parent is not reasonably satisfied with the Company’s determination of the amount of the Company Net Working Capital or the Company’s Available Cash, and the Company objects in good faith to Parent’s failure to be so reasonably satisfied, then for a period of five days, Parent and the Company shall attempt in good faith to resolve the Company’s objections.
Company Net Working Capital on any particular date shall be calculated as if such date were the Company's normal year-end.
For purposes of this Agreement, "Company Net Working Capital" shall mean current assets less current liabilities.
More Definitions of Company Net Working Capital
Company Net Working Capital means current assets less current liabilities. Current assets include without limitation cash and cash equivalents, receivables (less allowance for losses), pharmaceutical inventories, deferred tax benefits and other current assets. Current liabilities include without limitation short-term debt, accounts payable, accrued liabilities and all intercompany amounts due to and/or from the Majority Stockholder and its affiliates other than the Company (whether short term or long term). Except as expressly required to the contrary by this definition, the accounting policies that are used in the definition of Company Net Working Capital shall be consistent with those applied to the financial statements of the Company as of and for the year ended January 29, 2000 (the "January 29, 2000 Financial Statements"). Company Net Working Capital on any particular date shall be calculated as if such date were the Company's normal year-end.
Company Net Working Capital means, at any time, without duplication, (A) the current assets of the Company (not including (i) Closing Cash or (ii) assets related to Taxes and deferred Tax assets), less (B) the current liabilities of the Company (including customer pre-paid deposits and reimbursement obligations relating to credit cards, provided that credit cards are used solely for business purposes, and not including (i) Debt, (ii) Transaction Expenses or (iii) Liabilities related to income Taxes and deferred Tax Liabilities), in each case, based on the Agreed Principles and the same current asset and current liability line items as referenced on the illustrative working capital calculation attached hereto as Exhibit 3.
Company Net Working Capital means, as of the Closing Date, (A) the Company’s total current assets (as defined by and determined in accordance with U.S. GAAP on a basis consistent with the Company’s Financial Statements) less (B) the Company’s total current liabilities (as defined by and determined in accordance with U.S. GAAP on a basis consistent with the Company’s Financial Statements). For clarity, for purposes of calculating Company Net Working Capital, (1) the Company’s current assets shall (x) include accounts receivable, inventory, prepaid expenses and other current assets on a net basis and (y) exclude Company Closing Cash, receivables from Company employees relating to promissory notes payable to the Company and deferred Tax assets representing timing differences between book and Tax income and (2) the Company’s current liabilities shall (x) include accounts payable, accrued expenses, accrued vacation and other current liabilities, (y) exclude Company Closing Debt, Company Merger Expenses, and deferred Tax liabilities representing timing differences between book and Tax income. For clarity, there shall be no double counting with respect to any of the items set forth above.
Company Net Working Capital means (i) the Company's total Current Assets as of the Effective Time less (ii) the Company's total Current Liabilities as of the Effective Time. For purposes of calculating Company Net Working Capital, the Company's total Current Liabilities shall exclude all Liabilities (v) for incurred but unpaid Transaction Expenses, (w) for Company Debt. For purposes of clarity, an example calculation of the Company Net Working Capital is attached hereto as Exhibit H.
Company Net Working Capital means the difference (which may be positive or negative) between (a) the sum of current assets of the Parent Acquired Companies on a combined basis minus (b) the sum of the current liabilities of the Parent Acquired Companies on a combined basis, in each case calculated in accordance with the Accounting Principles; provided that current assets of the Parent Acquired Companies will include up to $300,000 relating to furniture, fixtures and equipment purchased or to be purchased by the Parent Acquired Companies in connection with the remodeling of the offices of the Parent Acquired Companies.
Company Net Working Capital means (i) the Company’s consolidated total current assets as of January 14, 2022 (as defined by and determined in accordance with IFRS as applied in the Company Balance Sheet) less (ii) the Company’s consolidated total current liabilities as of January 14, 2022 (as defined by and determined in accordance with IFRS as applied in the Company Balance Sheet). For purposes of calculating Company Net Working Capital, (x) the Company’s consolidated total current assets shall (regardless of whether they would be treated as a current asset under IFRS as applied in the Company Balance Sheet) exclude (A) Company Cash, and (B) deferred Tax assets and (y) the Company’s consolidated total current liabilities shall (regardless of whether they would be treated as a current liability under IFRS as applied in the Company Balance Sheet) (A) include, without duplication, (1) all deferred revenue, (2) all Pre-Closing Taxes, and any other Liabilities of the Company for Taxes as of January 14, 2022 (including, for clarity, Taxes arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions (except any Taxes included in the definition of “Transaction Expenses”) whether or not such Liabilities for Taxes would be then due and payable), (B) exclude (1) all Company Debt and (2) all Transaction Expenses, in each case included in the calculation of Total Consideration.
Company Net Working Capital means (i) the Company’s consolidated total current assets as of the Closing (as defined by and determined in accordance with GAAP and using the methodology reflected in Schedule G) less (ii) the Company’s consolidated total current liabilities as of the Closing (as defined by and determined in accordance with GAAP and using the methodology reflected in Schedule G). For purposes of calculating Company Net Working Capital, the Company’s current assets shall (regardless of whether they would be treated as a current asset under GAAP as applied in the Company Balance Sheet) include the accounts designated as Client Signing Bonuses as of the Closing, but exclude Company Cash, Promoter Cash, WillCall Restricted Cash, deferred Tax assets and any intercompany assets. For purposes of calculating Company Net Working Capital, the Company’s current liabilities shall (regardless of whether they would be treated as a current liability under GAAP as applied in the Company Balance Sheet) (A) include, without duplication, (I) all Liabilities for vacation, paid time off and performance or other bonuses accrued by or for the Company’s employees as of the Closing and (II) to the extent not paid prior to Closing, all Liabilities for item 2 in Schedule 2.4(b)(iii) of the Company Disclosure Letter including associated employer payroll taxes and (B) exclude (I) all Company Debt, (II) all Liabilities for Transaction Expenses that are incurred but unpaid as of the Closing, (III) current liabilities directly associated with Promoter Cash and (IV) any intercompany Liabilities. In the event that the Company shall be required to accrue for any severance or other termination expense requested by Acquirer to be paid by the Company to a Designated Employee prior to the Effective Time, the amount of such accrued severance or other termination expenses shall not be included in the Company’s current liabilities for purposes of calculating Company Net Working Capital.