Closing Working Capital Shortfall definition

Closing Working Capital Shortfall means the amount, if any, by which the Closing Working Capital is less than the Base Working Capital.

Closing Working Capital Shortfall means the amount by which the Estimated Working Capital exceeds the Closing Working Capital.

Closing Working Capital Shortfall means the amount by which (expressed as a positive number) the Closing Working Capital is less than $8,098,000; provided, that, if the Closing Working Capital is within the Working Capital Collar, then the Closing Working Capital Shortfall for purposes of this Agreement shall be deemed to equal $0.

Examples of Closing Working Capital Shortfall in a sentence

• Within ninety (90) days after the Closing Date, Parent shall deliver to the Securityholder Representative a statement (the “ Post-Closing Statement”) setting forth Parent’s calculation of: (i) the Closing Working Capital; (ii) the Closing Working Capital Shortfall, if any; (iii) the Closing Indebtedness; (iv) the Unpaid Transaction Expenses; and (v) the Merger Consideration resulting from the amounts set forth in clauses (i) though (iv).

• Within 60 days following the Closing Date, Parent may prepare and deliver to the Securityholders’ Agent a statement (the “ Closing Statement”) setting out Parent’s calculation of: (A) the Closing Cash Amount; (B) the Company Transaction Expenses; (C) the Closing Indebtedness Amount;(D) the Accrued Tax Amount; (E) the Closing Working Capital Excess (if any); (F) the Closing Working Capital Shortfall (if any); and (G) the Cash Consideration.

• The purchase price for the Shares shall be equal to, without duplication: (a) (i) $325,000,000, (ii) plus the Closing Working Capital Excess (if any), (iii) minus the Closing Working Capital Shortfall (if any), (iv) minus Closing Indebtedness, (v) minus Transaction Expenses (if any), (vi) plus Closing Cash (the amount calculated pursuant to this clause (a), the “Purchase Price”), and (b) the Contingent Payment (if any) payable pursuant to Section 2.7.

• No later than sixty (60) days after the Closing Date, the Buyer shall deliver to the Sellers a reasonably detailed statement (the “ Post- Closing Statement”) setting forth the Buyer’s good faith calculation of the Closing Working Capital, as well as the resulting Closing Working Capital Excess (if any) or Closing Working Capital Shortfall (if any), as the case may be, together with copies of all work papers and other information and documentation reasonably required.

• If Seller and Purchaser agree to any changes to any of Estimated Closing Indebtedness, Estimated Closing Cash, Estimated Company Transaction Expenses, Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as applicable, the Estimated Adjustment Amount as used in this Agreement shall be deemed to reflect such changes; provided that, to the extent any such amounts are unresolved as of the Closing, Seller’s determination of such estimates shall control.

More Definitions of Closing Working Capital Shortfall

Closing Working Capital Shortfall means the amount, if any, by which Closing Working Capital is less than Target Closing Working Capital.

Closing Working Capital Shortfall means the amount (if any) by which the Closing Working Capital is less than the Target Working Capital (it being understood that if the Closing Working Capital is greater than or equal to the Target Working Capital, the Closing Working Capital Shortfall shall be $0).

Closing Working Capital Shortfall means the amount, if any, by which the Target Working Capital exceeds the Closing Working Capital (as finally determined in accordance with Section 1.04).

Closing Working Capital Shortfall means the amount, if any, by which the Closing Working Capital Amount (as finally determined in accordance with Section 1.4) is below zero.

Closing Working Capital Shortfall has the meaning set forth in Section 2.2(b)(ii)(B).

Closing Working Capital Shortfall means (a) with respect to the Ardagh Purchased Entities, the amount, if any, by which the Target Closing Working Capital Amount of the Ardagh Purchased Entities exceeds the Closing Working Capital Amount of the Ardagh Purchased Entities and (b) with respect to the Exal Purchased Entities, the amount, if any, by which the Target Closing Working Capital Amount of the Exal Purchased Entities exceeds the Closing Working Capital Amount of the Exal Purchased Entities.

Closing Working Capital Shortfall has the meaning set forth in Section 4.3(3)(b).