Estimated Net Working Capital Shortfall definition

Estimated Net Working Capital Shortfall means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Company Net Working Capital Target.
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Estimated Net Working Capital Shortfall shall have the meaning set forth in Section 2.5(a).
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Estimated Net Working Capital Shortfall has the meaning set forth in Section 3(i).
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Examples of Estimated Net Working Capital Shortfall in a sentence

  • In consideration of the sale of the Company LLC Interests, the Buyer shall pay to the Seller Twenty Two Million Dollars ($22,000,000), plus or minus any Estimated Net Working Capital Surplus or Estimated Net Working Capital Shortfall, as applicable, (the “ Purchase Price”).

  • If there is an Estimated Net Working Capital Shortfall, the Purchase Price shall be reduced by the amount of such Estimated Net Working Capital Shortfall.

  • If the Estimated Working Capital equals or exceeds the Minimum Working Capital, there shall be no Estimated Net Working Capital Shortfall (i.e., in such case, the Estimated Net Working Capital Shortfall shall be $0.00).

  • Positive Adjustment”: The excess, if any, of (A) Final Closing Cash over Estimated Closing Cash, (B) Estimated Closing Indebtedness over Final Closing Indebtedness, (D) Final Net Working Capital Surplus over Estimated Net Working Capital Surplus, and (E) Estimated Net Working Capital Shortfall over Final Working Capital Shortfall.

  • In consideration of the sale of the Company LLC Interests, the Buyer shall pay to the Seller Twenty Two Million Dollars ($22,000,000), plus or minus any Estimated Net Working Capital Surplus or Estimated Net Working Capital Shortfall, as applicable, (the “Purchase Price”).

  • The Initial Purchase Price shall be (a) reduced dollar-for-dollar to the extent the Estimated Net Working Capital (as defined below) is less than the Target (such shortfall, if any, being referred to herein as the "Estimated Net Working Capital Shortfall") or (b) increased dollar-for-dollar to the extent the Estimated Net Working Capital is greater than the Target (such excess, if any, being referred to herein as the "Estimated Net Working Capital Excess").

  • See Bylaw No. 1003 (1996), definition of “Incident” in section 2.individual society.

  • If the amount of the Estimated Net Working Capital Shortfall is less than the actual Company Net Working Capital Shortfall (as determined by reference to the actual Company Net Working Capital) as finally determined in accordance with Section 1.14) (such difference, the “Working Capital Shortfall Deficit”), the Company Securityholders shall pay to Acquiror the Working Capital Shortfall Deficit pursuant to the indemnification provisions set forth in ARTICLE 8.

  • More than half the residents are female, of whom less than a third are married.


More Definitions of Estimated Net Working Capital Shortfall

Estimated Net Working Capital Shortfall. If Estimated Net Working Capital (together with any changes thereto, if any, agreed to by Buyer and Seller) is greater than the Expected Net Working Capital, such surplus shall be defined as the “Estimated Net Working Capital Surplus.”
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Estimated Net Working Capital Shortfall. Section 1.4.3 “Excluded Assets” Section 1.1.2
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Estimated Net Working Capital Shortfall means the absolute value of the amount by which (if any) the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Target Net Working Capital. “Estimated Purchase Price” has the meaning set forth in Section 2.4(a) “Estimated Transaction Expenses” means the Sellers’ good faith estimate of the Closing Transaction Expenses, as set forth on the Estimated Closing Statement. “Exchange Agent” means Computershare Limited.
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Estimated Net Working Capital Shortfall means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Company Net Working Capital Target. “Estimated Net Working Capital Surplus” means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, exceeds the Company Net Working Capital Target. “Estimated Total Stock Purchase Consideration” means an amount equal to (A) the Base Amount plus (B) the Estimated Net Working Capital Surplus (if any), minus (C) the Estimated Net Working Capital Shortfall (if any) minus (D) the Estimated Transaction Expenses plus (E) the Estimated Closing Cash minus (F) the Estimated Closing Debt. “Estimated Transaction Expenses” means the Company’s good faith estimate of the Closing Transaction Expenses, as set forth on the Estimated Closing Statement. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Excluded Liabilities” means the Liabilities set forth on Schedule 1.1(c). “Existing Employment Agreements” has the meaning set forth in Section 3.12(h). “Export Control and Sanctions Laws” has the meaning set forth in Section 3.15(e). “Final Closing Cash” means the Closing Cash, as finally agreed or determined in accordance with Section 2.4(b). “Final Closing Debt” means the Closing Debt, as finally agreed or determined in accordance with Section 2.4(b). “Final Net Working Capital” means the Closing Net Working Capital as finally agreed or determined in accordance with Section 2.4(b). “Final Transaction Expenses” means the Closing Transaction Expenses, as finally agreed or determined in accordance with Section 2.4(b). “FLSA” has the meaning set forth in Section 3.16(a). “Fraud” means common law fraud (with scienter), as determined under Delaware Law. “Fundamental Representations of the Company” means the representations and warranties of the Company set forth in Section 3.1 (Organization and Good Standing), Section 3.2 (Company Subsidiaries), Section 3.3 (Power, Authorization and Validity), Section 3.4 (Capitalization of the Company), Section 3.5(a) (No Conflicts With Charter Documents) and Section 3.18 (No Brokers). “Fundamental Representations of the Sellers” means the representations and warranties of the Sellers and the Seller Guarantors set forth in Section 4.1 (Power, Authorization and Validity), Section 4.2 (Title) and Section 4.5 (Brokers). “Good Reason” means, with respect to any Earn-Out Recipient, the occurrence of one ...
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Estimated Net Working Capital Shortfall used for purposes of calculating the Initial Merger Consideration shall be the amount by which the Minimum Working Capital exceeds the Estimated Working Capital. If the Estimated Working Capital equals or exceeds the Minimum Working Capital, there shall be no Estimated Net Working Capital Shortfall (i.e., in such case, the Estimated Net Working Capital Shortfall shall be $0.00).
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Estimated Net Working Capital Shortfall means the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working “GAAP” means United States generally accepted accounting principles.
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Related to Estimated Net Working Capital Shortfall

  • Working Capital Shortfall has the meaning specified in Section 2.5(b).

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Target Net Working Capital Amount means $5,000,000.

  • 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.

  • Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).

  • 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.

  • 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.

  • Net Working Capital Target means $0.00.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Target Net Working Capital means $0.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • 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.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Target Working Capital means $0.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Working Capital Adjustment has the meaning set forth in Section 2.15(b).

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Working Capital Target means $0.