Examples of Estimated Company Working Capital in a sentence

The aggregate purchase price for the Shares issued and outstanding at the Closing shall equal (a) the Purchase Price, less (b) the Estimated Company Working Capital Shortfall, plus (c) the Estimated Company Working Capital Surplus (the resulting amount being referred to as the “Adjusted Purchase Price”), and further adjusted pursuant to Sections 2.3(b) and 2.5(c), which shall be payable in the manner set forth in Section 2.3 and Section 2.5(h).
Cash in the amount of such Estimated Company Working Capital Shortfall shall be retained by Purchaser, pending determination of the Company Final Working Capital.
An amount (if any) equal to the Estimated Company Working Capital Shortfall shall be withheld from the portion of the Purchase Price that would otherwise be payable to the Company Shareholders at the Closing under Section 2.3(a)(i)(x), and the amount of cash to be received thereunder by each Company Shareholder shall be reduced proportionately based on the amounts payable to all such Company Shareholders specified in Section 2.6(a)(i)(A), as reflected in the Closing Spreadsheet.
An amount (if any) equal to the Estimated Company Working Capital Surplus shall be paid to the Escrow Agent by Purchaser at the Closing in accordance with Section 2.3(a)(iii).
For purposes of calculating the Adjusted Purchase Price and each of Estimated Company Working Capital, Estimated Company Working Capital Surplus and Estimated Company Working Capital Shortfall, the Euro amounts of each of the foregoing shall beconverted to dollars at the Exchange Rate as of the date of the Company Closing Balance Sheet (i.e., the prior day’s rate as provided in the definition of “Exchange Rate”).
To the extent that the Estimated Company Working Capital exceeds the Working Capital Reference Amount, at the Closing, the Base Amount shall be adjusted upwards dollar for dollar in the amount equal to such difference.
To the extent that the Estimated Company Working Capital is less than the Working Capital Reference Amount, at the Closing, the Base Amount shall be adjusted downwards dollar for dollar in the amount equal to such difference.

Related to Estimated Company Working Capital

Estimated Working Capital has the meaning set forth in Section 2.3(a).
Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).
Target Working Capital means $0.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Actual Working Capital has the meaning set forth in Section 2.7(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).
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.
Base Working Capital means negative USD$250,000 in aggregate for the Target Entities.
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
Target Net Working Capital means $0.
Final Working Capital has the meaning set forth in Section 2.4(b)(iii).
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.
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Consolidated Working Capital at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.
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.
Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Working Capital Adjustment has the meaning set forth in Section 2.15(b).
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.
Working Capital means, on any date, Current Assets less Current Liabilities.
Target Net Working Capital Amount means $5,000,000.
Working Capital Amount shall have the meaning specified in Section 3.4(e).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Closing Date Working Capital has the meaning specified in Section 2.3(b).

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