Target Closing Net Worth definition

Target Closing Net Worth means $22,689,000. "Taxes" shall mean (a) all Taxes, fees, levies, customs duties, assessments, or charges of any kind whatsoever, including, without limitation, gross income, net income, gross receipts, profits, windfall profits, sales, use, occupation, value-added, consumption, ad valorem, transfer, license, franchise, withholding, payroll, employment, excise, estimated, stamp, premium, capital stock, production, net worth, alternative or add-on minimum, environmental, business and occupation, disability, severance, or real or personal property taxes imposed by any Federal, state, county, local, foreign, or other governmental authority together with any interest, penalties, or additions to tax imposed with respect thereto and (b) any obligations under any tax sharing, tax allocation, or tax indemnity agreements or arrangements with respect to any Taxes described in clause (a) above. 4 9 "Taxing Authority" shall mean any governmental authority having jurisdiction over the assessment, determination, collection, or other imposition of any Tax. "Technology" shall mean all technology trade secrets, confidential or proprietary information, research in progress, inventions and invention disclosures (whether patentable or unpatentable), know how, formulae, processes, procedures, research records, records of inventions, test information, market surveys and marketing know-how; and drawings, schematics, blueprints, flow sheets, designs and models, if any, of any nature whatsoever. "U.S. GAAP" shall mean the Accounting Principles and, to the extent not inconsistent therewith, other generally accepted accounting principles in the United States of America as in effect from time to time. "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq. 1.2
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Target Closing Net Worth means One Hundred Forty Million Dollars ($140,000,000).
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Target Closing Net Worth means $2,000,000.
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Examples of Target Closing Net Worth in a sentence

  • If the Closing Net Worth, as finally determined, exceeds Target Closing Net Worth, then Buyer shall pay to Seller the amount of such excess, plus interest on the amount of such excess from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Interest Rate.


More Definitions of Target Closing Net Worth

Target Closing Net Worth shall not include expenses relating to (i) bonuses that are disclosed on Schedule 4.10 paid to any employees of Sellers (including the Stockholders); or (ii) post-closing adjustment made by Purchasers to Sellers' pre-closing financial accounting treatment of royalty advances or other funds expended by Sellers in the ordinary course of business.
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Related to Target Closing Net Worth

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

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.

  • Second Closing has the meaning set forth in Section 2.2.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Second Closing Date means the date of the Second Closing.

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Target Net Working Capital means $0.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Target Net Working Capital Amount means $0.

  • Final Closing means the last closing under the Private Placement;

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.