Target NWC definition

Target NWC has the meaning set forth in Section 1.6(a).

Target NWC means 13.0% of the trailing 12-month net sales of the Company (determined in accordance with the Company Financial Statements) measured as of the month end immediately prior to the Closing.

Target NWC means $9,030,000.

Examples of Target NWC in a sentence

• The amount, if any, by which the Estimated NWC is less than the Target NWC is the “ Estimated NWC Deficiency,” and the amount, if any, by which the Estimated NWC is greater than the Target NWC is the “Estimated NWC Surplus.” Should there be an Estimated NWC Deficiency, the Staluppi shall, prior to the Closing Date make an additional capital contribution to the Company in the form of cash in amount equal to such deficiency.

• If the Estimated NWC is greater than the Target NWC, then such excess shall be added to the Cash Merger Consideration on a dollar-for-dollar basis (any such reduction or increase in the Merger Consideration, the “Closing NWC Adjustment”).

• If the NWC set forth on the Preliminary NWC Statement (the “Estimated NWC”) is less than the Target NWC, then the amount of such shortfall will reduce the Cash Merger Consideration on a dollar-for-dollar basis.

• Plaintiff alleges the $40 million sale price included Target Net Working Capital (“NWC”) of $26 million, which is $10.8 million more than the Target NWC to which Blucora agreed when it acquired Monoprice in 2013.

More Definitions of Target NWC

Target NWC means $0.

Target NWC has the meaning provided such term in Exhibit A.

Target NWC as defined in letter (d) of Section 5.2.

Target NWC is equal to euro 40,000,000.00.

Target NWC has the meaning provided such term in Exhibit A. “Tax Proceeding” has the meaning provided such term in Section 6.8(a). “Tax Returns” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Taxes” means any taxes and similar assessments imposed by any Taxing Authority, including income, profits, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, escheat, value added, sales, use, real property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, transfer, registration, withholding, social security (or similar), unemployment, disability, payroll, employment, occupational, premium, severance, actual or estimated, or other similar charge (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), including any interest, penalty or addition thereto and shall include any liability for such amounts as a result of (i) being a transferee or successor or member of a combined, consolidated, unitary or affiliated group, or (ii) a contractual obligation to indemnify any Person, other than agreements entered into in the ordinary course of business that do not relate primarily to Taxes. “Taxing Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi-governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums. “Transaction Documents” means this Agreement, the Membership Interest Assignment, the Confidentiality Agreement, the MOC Purchase Agreement and any other agreement or document executed contemporaneously with this Agreement or that may be required to be 15

Target NWC means $3,000,000.

Target NWC means $5,106,000.