Net Working Capital Excess definition

Net Working Capital Excess means the amount, if any, by which the Net Working Capital exceeds the Target Net Working Capital.

Net Working Capital Excess shall have the meaning set forth in Section 2.4(b)(i).

Net Working Capital Excess means the excess, if any, of (i) the Net Working Capital as of the date of the Closing Balance Sheet, LESS (ii) (A) Thirty-Seven Million and One Hundred Thousand Dollars ($37,100,000), LESS (B) the Swap Adjustment Amount.

Examples of Net Working Capital Excess in a sentence

• If the Estimated Net Working Capital is greater than Thirty Five Million Dollars ($35,000,000), such excess amount shall be the “Estimated Net Working Capital Excess Amount.” If the Estimated Net Working Capital is less than Thirty Million Dollars ($30,000,000), the difference shall be the “Estimated Net Working Capital Deficiency Amount.” All such estimates prepared pursuant to this Section 2.8(a) shall be prepared in accordance with the Accounting Principles to the extent applicable.

• The purchase price for the Initial Transferred Equity Interests shall be an amount in Dollars equal to the Base Amount, as adjusted by the Closing Cash Amount, the Closing Net Working Capital Excess Amount, the Closing Net Working Capital Deficiency Amount, the Closing Funded Indebtedness, and the Closing Transaction Related Expenses, in each case as applicable and in accordance with Sections 2.6 and 2.13.

• In full payment for the Shares and in consideration of Seller’s covenants and agreements in this Agreement and the Ancillary Documents, Buyer shall pay or cause to be paid at the Closing (the “Closing Payment”), in the manner described in Section 2.03: (i) (A) the Closing Cash Amount plus (B) the Estimated Net Working Capital Excess, if any, minus (C) the Estimated Net Working Capital Deficit, if any and (ii) the Rollover Amount, in the form of the Rollover Stock.

• The delivery by Parent of Parent Shares and Cash pursuant to the immediately preceding sentence shall be effected such that the Parent Shares (with each such Parent Share valued at $8.00 for purposes of such calculation) shall comprise seventy-five percent (75%) of the amount of such Company Net Working Capital Excess, and Cash shall comprise twenty-five percent (25%) of the amount of such Company Net Working Capital Excess.

• 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").

More Definitions of Net Working Capital Excess

Net Working Capital Excess has the meaning set forth in Section 2.4(f) of this Agreement.

Net Working Capital Excess has the meaning set forth in Section 3(j)(vii).

Net Working Capital Excess is defined in Section 1.10(d). “Net Working Capital Shortfall” is defined in Section 1.10(d). “Net Working Capital Statement Delivery Date” is defined in Section 1.10(b)(i). “Net Working Capital Target” means One Million Two Hundred Fifty Thousand U.S. Dollars ($1,250,000). “NYSE” means the New York Stock Exchange and any successor stock exchange or inter- dealer quotation system (or any other tier or market thereof on which the securities of Holdings may at any time be listed).

Net Working Capital Excess has the meaning set forth in Section 1.13(f)(ii).

Net Working Capital Excess means the amount by which (if any) the Closing Net Working Capital, as finally determined pursuant to Section 2.4, is greater than the Target Net Working Capital. “Net Working Capital Shortfall” means the absolute value of the amount by which (if any) the Closing Net Working Capital, as finally determined pursuant to Section 2.4, is less than the Target Net Working Capital. “New Plans” has the meaning set forth in Section 6.5(b). “Notice of Disagreement” has the meaning set forth in Section 2.4(d). “NYSE” means the New York Stock Exchange. “OFAC” means the U.S. Office of Foreign Assets Control. “Open Source Software” means any software (in source or object code form) that is subject to (a) a license or other agreement commonly referred to as open source, free software, copyleft or community source code license (including but not limited to any code or library licensed under the GNU General Public License, GNU Lesser General Public License, BSD License, Apache Software License, any license defined as an open source license by the Open Source Initiative as set forth on xxx.xxxxxxxxxx.xxx, or any other similar or public source code license arrangement) or (b) any other license or other agreement that requires, as a condition of the use, modification or distribution of software subject to such license or agreement, that such software or other software linked with, called by, combined or distributed with such software be (i) disclosed, distributed, made available, offered, licensed or delivered in source code form, (ii) licensed for the purpose of making derivative works, (iii) licensed under terms that allow reverse engineering, reverse assembly, or disassembly of any kind, or (iv) redistributable at no charge. “Order” means any order, writ, judgment, ruling, injunction, assessment, stipulation, determination, award or decree of any Governmental Entity. “Ordinary Course of Business” means any action taken by the Company Members, Buyer or Parent, as the case may be, in the ordinary course of business of such Person and which is (a) consistent in all material respects with the past practices of the Company Members, Buyer or Parent (as applicable), or (b) with respect to actions taken since January 1, 2020, a COVID Measure. “Organizational Documents” means, with respect to any Person (other than an individual), (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) any charter or similar document adopted or filed in connection with ...

Net Working Capital Excess means the amount of Net Working Capital Cash Portion exceeding Two Hundred Thousand Dollars ($200,000).

Net Working Capital Excess has the meaning set forth in SECTION 2.6(D)(II).