Company Net Working Capital means (i) the Company’s consolidated total current assets as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet) less (ii) the Company’s consolidated total current liabilities as of the Closing (as defined by and determined in accordance with GAAP as applied in the Company Balance Sheet). For purposes of calculating Company Net Working Capital, the Company’s current assets shall (regardless of whether they would be treated as a current asset under GAAP as applied in the Company Balance Sheet) include cash and cash equivalents and exclude deferred Tax assets. For purposes of calculating Company Net Working Capital, the Company’s current liabilities shall (regardless of whether they would be treated as a current liability under GAAP as applied in the Company Balance Sheet) (A) include, without duplication, (I) all Pre-Closing Taxes, Taxes described in Section 1.8 and any other Liabilities of the Company for Taxes as of the Closing (including, for clarity, payroll taxes or other Taxes arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions including, for the avoidance of doubt, with respect to the Cash-Out Options but excluding any such payroll taxes or other Taxes that would reasonably give rise to a deduction to Acquirer or any of its Affiliates in a Tax period that begins after the Closing Date), whether or not such Liabilities for Taxes would be then due and payable, (II) all Liabilities for vacation, paid time off and performance or other bonuses accrued by or for the Company’s employees as of the Closing, (III) all Liabilities for change of control payments arising in connection with the Merger, this Agreement or the Transactions (for clarity, any “double-trigger” payments contingent on the occurrence of both the Merger, this Agreement or the Transactions and a subsequent event (e.g., termination of employment without cause) that do not actually become payable (e.g., because such subsequent event does not actually occur) will not constitute a Liability for a change of control payment under this definition of “Company Net Working Capital”) (B) exclude (I) all Liabilities for Transaction Expenses that are incurred but unpaid as of the Closing, (II) all Liabilities in respect of Settlement Agreement Payments, (III) all Liabilities included in Company Debt and (IV) all deferred revenue.
Company Net Working Capital means (i) the Current Assets of the Company less (ii) Current Liabilities of the Company, in each case, determined as of the close of business on the Closing Date.
Company Net Working Capital means as of a particular date, total consolidated current assets less total consolidated current liabilities (excluding cash and deferred revenue) of the Company determined in accordance with GAAP, except as specifically provided for herein, as applied in a manner consistent with the Company’s historical practices and the preparation of its audited consolidated balance sheet as of December 31, 2014.
Examples of Company Net Working Capital in a sentence
The Company covenants and agrees that, at Closing, (a) the Company Net Working Capital Amount shall be no less than negative twenty-five thousand dollars, and (b) the Company will have an amount of cash sufficient for Parent and/or the Company to satisfy its Tax withholding obligations with respect to the issuance of Carve-Out Plan Closing Shares.
If the parties agree on the amount of any of the deviations from the Net Cash Schedule or Net Working Capital Schedule, as applicable, during the Dispute Resolution Period, the Parent Net Cash or Company Net Working Capital amount, as applicable, they agree upon shall be final.
All refunds of Taxes of the Company or any Subsidiary of the Company for any Pre-Closing Tax Period (whether in the form of cash received or offset against Taxes otherwise payable) shall be for the benefit of the Company Stockholders except to the extent such refund or offset was included in the calculation of Company Net Working Capital, as finally determined.
Specific goals are to• Establish a solid scientific base of knowledge on the prevention of arthritis and related disability.• Increase awareness of arthritis, its impact, the importance of early diagnosis and appropriate management, and effective prevention strategies.• Implement effective programs to prevent the onset of arthritis and its related disability.• Achieve the arthritis-related objectives included in Healthy People 2010.
If Parent is not reasonably satisfied with the Company’s determination of the amount of the Company Net Working Capital or the Company’s Available Cash, and the Company objects in good faith to Parent’s failure to be so reasonably satisfied, then for a period of five days, Parent and the Company shall attempt in good faith to resolve the Company’s objections.
More Definitions of Company Net Working Capital
Company Net Working Capital means current assets less current liabilities. Current assets include without limitation cash and cash equivalents, receivables (less allowance for losses), pharmaceutical inventories, deferred tax benefits and other current assets. Current liabilities include without limitation short-term debt, accounts payable, accrued liabilities and all intercompany amounts due to and/or from the Majority Stockholder and its affiliates other than the Company (whether short term or long term). Except as expressly required to the contrary by this definition, the accounting policies that are used in the definition of Company Net Working Capital shall be consistent with those applied to the financial statements of the Company as of and for the year ended January 29, 2000 (the "January 29, 2000 Financial Statements"). Company Net Working Capital on any particular date shall be calculated as if such date were the Company's normal year-end.
Company Net Working Capital means, at any time, without duplication, (A) the current assets of the Company (not including (i) Closing Cash or (ii) assets related to Taxes and deferred Tax assets), less (B) the current liabilities of the Company (including customer pre-paid deposits and reimbursement obligations relating to credit cards, provided that credit cards are used solely for business purposes, and not including (i) Debt, (ii) Transaction Expenses or (iii) Liabilities related to income Taxes and deferred Tax Liabilities), in each case, based on the Agreed Principles and the same current asset and current liability line items as referenced on the illustrative working capital calculation attached hereto as Exhibit 3.
Company Net Working Capital means (i) the Company’s consolidated total current assets as of the Closing less (ii) the Company’s consolidated total current liabilities as of the Closing, in each case as determined in accordance with GAAP subject to the methodology and exceptions reflected in Schedule A.
Company Net Working Capital means, as of the Closing Date, (A) the Company’s total current assets (as defined by and determined in accordance with U.S. GAAP on a basis consistent with the Company’s Financial Statements) less (B) the Company’s total current liabilities (as defined by and determined in accordance with U.S. GAAP on a basis consistent with the Company’s Financial Statements). For clarity, for purposes of calculating Company Net Working Capital, (1) the Company’s current assets shall (x) include accounts receivable, inventory, prepaid expenses and other current assets on a net basis and (y) exclude Company Closing Cash, receivables from Company employees relating to promissory notes payable to the Company and deferred Tax assets representing timing differences between book and Tax income and (2) the Company’s current liabilities shall (x) include accounts payable, accrued expenses, accrued vacation and other current liabilities, (y) exclude Company Closing Debt, Company Merger Expenses, and deferred Tax liabilities representing timing differences between book and Tax income. For clarity, there shall be no double counting with respect to any of the items set forth above.
Company Net Working Capital means (i) the Company’s consolidated total current assets as of the Adjustment Calculation Time (as defined by and determined in accordance with the Accounting Principles as applied in the Company Balance Sheet) less (ii) the Company’s consolidated total current liabilities as of the Adjustment Calculation Time (as defined by and determined in accordance with the Accounting Principles as applied in the Company Balance Sheet). For purposes of calculating Company Net Working Capital, the Company’s current assets shall (regardless of whether they would be treated as a current asset under the Accounting Principles as applied in the Company Balance Sheet) exclude Company Cash, restricted cash, deferred Tax assets and any amounts associated with the Seller Float or the “Reverb Bucks” program. For purposes of calculating Company Net Working Capital, the Company’s current liabilities shall (regardless of whether they would be treated as a current liability under the Accounting Principles as applied in the Company Balance Sheet) (x) exclude all Liabilities for Transaction Expenses incurred but unpaid and all Company Debt, in each case as of the Closing, deferred Tax liabilities and any liabilities associated with the Seller Float or the “Reverb Bucks” program and (y) include any bonuses (for performance or otherwise) accrued by or for the Company’s directors, employees and/or consultants that are unpaid as of the Closing and the employer portion of any related payroll taxes (excluding the employer portion of federal social security taxes, if any, but including the employer portion of Medicare taxes and all other payroll taxes) with respect thereto, other than any bonus included within the definition of Transaction Expense.
Company Net Working Capital means (i) the Company's total Current Assets as of the Effective Time less (ii) the Company's total Current Liabilities as of the Effective Time. For purposes of calculating Company Net Working Capital, the Company's total Current Liabilities shall exclude all Liabilities (v) for incurred but unpaid Transaction Expenses, (w) for Company Debt. For purposes of clarity, an example calculation of the Company Net Working Capital is attached hereto as Exhibit H.
Company Net Working Capital means the difference (which may be positive or negative) between (a) the sum of current assets of the Parent Acquired Companies on a combined basis minus (b) the sum of the current liabilities of the Parent Acquired Companies on a combined basis, in each case calculated in accordance with the Accounting Principles; provided that current assets of the Parent Acquired Companies will include up to $300,000 relating to furniture, fixtures and equipment purchased or to be purchased by the Parent Acquired Companies in connection with the remodeling of the offices of the Parent Acquired Companies.