Negative Working Capital definition

Negative Working Capital means the amount, if any, by which (a) the absolute value of the sum of total current assets, other than cash and cash equivalents, net of applicable allowances and reserves, of the Contributed Assets or the Contributed Business is less than (b) the absolute value of the sum of total current liabilities (including deferred revenue, if any) of the Contributed Assets or the Contributed Business, in each case calculated as of the Effective Date based upon the books and records of the Company and determined in accordance with GAAP and in a manner consistent with the determination thereof in the Company Annual Financial Statements.

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Negative Working Capital means "the sum of all unrestricted cash, unrestricted short-term investments, and unrestricted short-term accounts receivable, minus unrestricted accounts payable." Specifically excluded from "working capital" are employee retirement funds (including deferred compensation and 401(k) plans) and reserves for health insurance, bond payments, workers' compensation and insurance.

Negative Working Capital means the amount by which the current liabilities, excluding the current portion of long term debt and capital leases of the Vendors, exceeds current assets of the Vendors, an example calculation of which is set forth in Schedule 1.1(kkk). Such calculation shall include deferred revenue only to 75% of the actual amount as stated in the Financial Statements;

Examples of Negative Working Capital in a sentence

The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.
In consideration of Seller’s sale of the Purchased Assets to Purchaser, Purchaser will assume the Assumed Liabilities and will pay to Seller an amount equal to (i) $3,750,000, plus (ii) the Positive Working Capital Items, less (iii) the Negative Working Capital Items (the “Purchase Price”).
The aggregate purchase price to be paid by Buyer to or for the account of the Equityholders (the "Purchase Price") shall equal, without duplication, (a) $315,000,000, plus (b) Cash, minus (c) the Closing Date Indebtedness, minus (d) the Negative Working Capital Amount, if any, plus (e) the Positive Working Capital Amount, if any, minus (f) the Transaction Expenses.
If the Final Working Capital of the Company is less than the corresponding Estimated Working Capital (the “Negative Working Capital Balance”), such Negative Working Capital Balance shall be paid to the Buyer by the Seller (as a joint and several obligation) in immediately available funds to the extent no reduction had been made to the Closing Date Payment under Section 2.2.2.1 (e).
In determining Adjusted Positive Working Capital (as defined below) and Adjusted Negative Working Capital (as defined below), the monthly average of the previous four months' cash flow (calculated after any distributions to any Partners) shall be added to the cash balance in such calculation (the "Closing Month Adjustment").

More Definitions of Negative Working Capital

Negative Working Capital shall have the meaning ascribed to it in Section 11.8.

Negative Working Capital means the amount by which, if any, Assumed Liabilities exceeds the sum of accounts receivable, inventory, cash and pre-paid assets of the Company on the Adjusted Closing Balance Sheet (as defined below). Upon final determination of the Adjusted Closing Balance Sheet and Negative Working Capital as set forth in subsections (c) and (d) below, Parent agrees to issue Purchaser shares of Parent’s common stock, par value $0.001 per share (the “Common Stock”) having an aggregate market value equal to the Negative Working Capital not to exceed $700,000 (the “Shares”), such number of shares to be determined by dividing the Negative Working Capital (not to exceed $700,000) by the closing price of the Common Stock on the Over the Counter Bulletin Board on the Closing Date (“Closing Price”). Parent and Purchaser hereby agree that the Closing Price shall not exceed $0.40.

Negative Working Capital. The PaeTec Notes shall (i) be in the principal face amount of the outstanding balance of the applicable assumed indebtedness on the Closing Date, which amount shall in no event exceed $7.5 million in the aggregate, (ii) bear interest at 8% per annum (subject to adjustment from time to time to reflect changes in the prime rate of interest charged by City National Bank), and such interest shall be payable quarterly, (iii) provide that they may be repaid in full or in part from time to time, at the option of PaeTec, without premium or penalty, and (iv) be payable, together with all accrued but unpaid interest to the date of repayment, upon the earlier of (A) the consummation by PaeTec of an initial public offering of its common stock, or (B) December 31, 2000.

Negative Working Capital means Working Capital less than $0.00.

Negative Working Capital means the ------------------------ amount by which CCS's total current liabilities (excluding any current portion of indebtedness) exceed its total current assets; provided, however, that the -------- ------- determination of Negative Working Capital shall be adjusted to eliminate the effects of the following items from CCS's total current assets and total

Negative Working Capital is hereby added to the Agreement, which reads as follows: “To the extent that the Company has negative working capital at Closing calculated in accordance with GAAP, such deficiency shall be remedied by the issuance to AAI, within 15 business days of Closing, such number of additional shares of Series B Convertible Preferred Stock having a stated value equal to any such negative working capital, rounded up to nearest one hundred dollars ($100.00).”

Negative Working Capital means the amount, if any, by which the Assumed Working Capital is less than zero. It is to be expressed as a negative number, for example, if the Assumed Working Capital were negative $10,000, the Negative Working Capital would be negative $10,000. For the avoidance of doubt, if the Assumed Working Capital were positive $10,000, then the Negative Working Capital would be zero.