Top Third definition
Top Third means Top Third Ag Marketing, LLC, a Delaware limited liability company.
Top Third means Top Third Ag Marketing, LLC, a Delaware limited liability company. “Top Third Operating Agreement” has the meaning set forth in Section 6.02(o). “Top Third Purchase Agreement” has the meaning set forth in Section 6.02(n). “Total Release Firm Offer” has the meaning set forth in Section 7.05(b). “Transaction Expenses Amount” means all expenses of the Company or Sellers in connection with this Agreement and the Closing of the transactions contemplated by this Agreement, in each case that remain unpaid as of the Closing Date. “Transfer” means, with respect to any shares of Buyer Stock, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, lend, encumber, hypothecate or otherwise transfer such shares or any economic participation or interest therein (including through hedging or other derivative transactions), whether directly or indirectly, or agree, offer or commit to do any of the foregoing (including by contract, option or other agreement or arrangement), and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, loan, encumbrance, hypothecation or other transfer of such shares or any participation or interest therein (including through a hedging or other derivative transaction) or any agreement, offer or commitment to do any of the foregoing (including by contract, option or other agreement or arrangement). “Treasury Regulations” means the regulations promulgated under the Code by the United States Department of the Treasury. “Upfront Cash Amount” means $4,420,240. “WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses. -10- PR01/ 1471369.15 “Working Capital” means, as at the Closing Date and without duplication, an amount (which may be positive or negative) equal to the current assets (excluding Cash and all tax assets (including all deferred tax assets)) of the Company minus the sum of, without duplication, the current liabilities of the Company (excluding all tax liabilities (including all deferred tax liabilities)), in each case calculated in accordance with the Accounting Policies, and adjusted to reflect the other items set forth on Exhibit 1.01; provided, that for the purpose of clarity, Working Capital shall not include any Indebtedness of the Company. “Working Capital Determination Date” has the meaning set forth in Section 2.05(e)(ii)....
Top Third has the meaning set forth in the preamble.