Lower Benchmark definition
Examples of Lower Benchmark in a sentence
Schedule 2.5 sets forth an illustrative example of the calculations of (a) the Number of Closing Shares under Section 2.1(a); (b) the Upper Benchmark and the Lower Benchmark (and the adjustments pursuant to Section 2.4(b) and 2.4(c)); and (c) the number of Warrant 1 Shares and the number of Warrant 2 Shares under Section 2.4(d).
For purposes of this Agreement, the Upper Benchmark shall be *** (***) to ***, and the Lower Benchmark shall be ***(***) to ***.
The Closing Payment shall be an amount equal to (A) $117,000,000 (the “Base Purchase Price”), (B) plus the Estimated Closing Date Cash, (C) plus the amount, if any, by which Estimated Net Working Capital exceeds Target Net Working Capital Upper Benchmark or minus the amount, if any, by which Target Net Working Capital Lower Benchmark exceeds Estimated Net Working Capital, and (D) minus the Estimated Closing Date Indebtedness.