Working Capital Deficiency definition
Examples of Working Capital Deficiency in a sentence
If there is a Working Capital Deficiency Amount, Buyer shall cancel the specified number of escrowed Buyer Shares and issue a new original stock certificate for the remaining Buyer Shares (if any) at a per share price equal to the Issuance Price to be held for the purpose of securing any potential indemnification obligations of Seller and the Company referenced in Article VI.
The Base Consideration shall be reduced by the Final Working Capital Deficiency, if any, or increased by the Final Working Capital Surplus, if any.
If and to the extent that the Escrow Agent shall not be holding enough funds in the Escrow Account, the Seller shall return to the Purchaser the amount of any remaining Working Capital Deficiency.
The Escrow Agent shall pay the Purchaser the amount of any Working Capital Deficiency.
The Independent Accounting Firm’s determination(s) shall be based upon the definitions of Company Transaction Expenses, Working Capital Deficiency, Working Capital Surplus, Indebtedness and Closing Cash (as applicable) included herein and in accordance with Exhibit A and the Accounting Principles (provided that in the event of a conflict between Exhibit A and the Accounting Principles, Exhibit A shall prevail).