Examples of Effective Date Net Working Capital in a sentence
If the Estimated Effective Date Net Working Capital is less than the Target Net Working Capital and/or the Estimated Effective Date Cash and Cash Equivalents is less than the Target Cash and Cash Equivalents, then the Estimated Base Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall (the amount of such increase or decrease is referred to herein as the “Effective Date Net Working Capital Adjustment”).
The Estimated Effective Date Schedule will be prepared in good faith and, with respect to the Estimated Effective Date Net Working Capital, determined on the same basis as that used in the preparation of the Sample Working Capital.
The Effective Date Net Working Capital finally determined pursuant to Section 2.4(b) or (c), as applicable, and the Final Base Purchase Price based thereon, shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the parties to this Agreement, subject to Section 2.4(g).
Within ninety (90) days following the Closing Date, Boxlight, at its expense, shall prepare and deliver to the Sellers a schedule (the “Effective Date Schedule”) setting forth a statement of (i) the Effective Date Net Working Capital and reflecting all components (and the amounts thereof) necessary to compute the Effective Date Net Working Capital, and (ii) the computation of the Final Base Purchase Price based on the foregoing.
If the Estimated Effective Date Net Working Capital is greater than the Target Net Working Capital and/or the Estimated Effective Date Cash and Cash Equivalents is greater than the Target Cash and Cash Equivalents, then the Estimated Base Purchase Price shall be increased on a dollar-for-dollar basis by the amount of such excess.
It is understood that the establishment of $(1,900,000) as the amount of Base Net Working Capital was a negotiated result to establish the base from which any adjustment to the Initial Consideration is to be calculated, and, therefore, will not influence or affect in any respect the calculation of Effective Date Net Working Capital.
At the Closing, Boxlight shall pay, or cause to be paid, to Sellers an amount equal to (A) the Aggregate Enterprise Value, plus or minus, as applicable, (B) the Effective Date Net Working Capital Adjustment, minus (C) the amount of the Closing Date Debt, minus (D) the amount of the Company Transaction Expenses minus (E) the Deposit (collectively, the “ Estimated Base Purchase Price”).
As an attachment to the Consideration Schedule, the Sellers have delivered to Parent a schedule (the “Estimated Effective Date Schedule”) setting forth an estimate of (i) the Effective Date Cash and Cash Equivalents (the “Estimated Effective Date Cash and Cash Equivalents”) and (ii) the Effective Date Net Working Capital (the “Estimated Effective Date Net Working Capital”) reflecting all components (and the amounts thereof) necessary to compute the Estimated Effective Date Net Working Capital.
To the extent permitted by Applicable Law (and only to such extent), any deductions attributable to any Company Transaction Expenses, repayment of Closing Date Debt, any employee bonuses, severance payments, debt prepayment fees, or capitalized debt costs, or any liabilities taken into account in the determination of Effective Date Net Working Capital shall be allocated to the Pre-Closing Tax Period ending on the day prior to the Closing Date.
The Effective Date Net Working Capital reflected on the Effective Date Schedule will be determined in good faith on the same basis as used in the preparation of the Sample Working Capital.