Actual Closing Working Capital definition

Actual Closing Working Capital has the meaning set forth in Section 2.3(b).

Actual Closing Working Capital means, without duplication, an amount equal to the sum of Actual Closing Working Capital (Shred-it) and Actual Closing Working Capital (Shred-it International).

Actual Closing Working Capital. (IV) the “Actual Closing Working Capital Adjustment”, (V) “Actual Closing CapEx Expenditures”, (VI) the “Actual Closing CapEx Expenditures Adjustment”, and (VII) “Actual Closing Transaction Expenses”, and the determination of the Merger Consideration based on such amounts shall be final and binding and shall be the Merger Consideration for all purposes of this Agreement. If the Merger Consideration is greater than the Estimated Merger Consideration, then the Surviving Corporation shall be obligated to pay to the Target Stockholders in accordance with Section 3.4(e) such deficiency within three (3) Business Days of the determination of the Merger Consideration. If the Merger Consideration as finally determined is less than the Estimated Merger Consideration, then the Target Stockholders shall be obligated to pay the Surviving Corporation such deficiency in accordance with Section 3.4(f) within three (3) Business Days after the determination of the Merger Consideration. The amount payable by the Surviving Corporation or the Target Stockholders pursuant to this Section 3.4(d) is referred to herein as the “Merger Consideration Adjustment”.

Examples of Actual Closing Working Capital in a sentence

• When an 0- call originates from an end office converted to equal access, the operator will ask the end user to identify the participating customer to which they desire to be connected.The operator will then transfer the 0- call, via FGD, along with Automatic Number Identification to the designated customer.

• If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below).

• If the Actual Closing Working Capital is less than negative $2,599,642.00, then Seller shall pay Buyer the amount that Actual Closing Working Capital is greater than negative $2,599,642.00.

• Actual Closing Working Capital shall include an accrual for annual contractual staff and management bonuses for the financial year ended December 31, 2020 calculated on a straight line daily pro rata basis from January 1, 2020 up to the Effective Time and by reference to the individual and company performance metrics actually achieved as of the Effective Time, in each case, only to the extent payable by the Company Group after the Effective Time.

• We have heard the learned counsel for both the parties and also considered the respective pleadings and records.

More Definitions of Actual Closing Working Capital

Actual Closing Working Capital. The process set forth in this Section 2.3(b) shall be the exclusive remedy of Buyer and Seller for any disputes related to items reflected on the Closing Statement or covered by the calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses, and the Working Capital of the Company and the Company Subsidiaries as of the Closing.

Actual Closing Working Capital means the Working Capital of the Company Group prepared on a combined basis as of the Effective Time, determined in accordance with the Accounting Principles as set out in the Balancing Payment Calculation;

Actual Closing Working Capital means the difference between (a) the Current Assets, minus (b) the Current Liabilities, all as of the close of business on the Closing Date, calculated by Purchaser in accordance with the same principles, practices and policies as were used by TGI to calculate the Estimated Closing Working Capital.

Actual Closing Working Capital shall have the meaning specified in Section 2.8.2 of the Agreement.

Actual Closing Working Capital means the aggregate book value of Sellers’ Accounts Receivable, net of allowances for doubtful accounts, Inventory, prepaid expenses and other current assets included in the Purchased Assets less the Assumed Liabilities (such Actual Closing Working Capital may be a negative number) determined from the Closing Balance Sheet. The Closing Balance Sheet shall be accompanied by a reasonably detailed list of variances from the Estimated Closing Balance Sheet. Within ten (10) business days after final determination delivery to Sellers of the Closing Balance Sheet:

Actual Closing Working Capital shall be an amount equal to the Closing Working Capital as set forth on the Final Closing Working Capital Statement as finally determined in accordance with Section 2.3(b).

Actual Closing Working Capital. 2.2(b)(i)