Working Capital Surplus Amount definition

Working Capital Surplus Amount means the amount, if any, by which the Closing Working Capital Amount exceeds the Working Capital Target Amount.
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Working Capital Surplus Amount has the meaning set forth in Section 2.4(c).
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Working Capital Surplus Amount means the amount, if any, by which the Closing Working Capital Amount exceeds $0. EXHIBIT B GUARANTY AGREEMENT CONFIDENTIAL EXHIBIT C FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT CONFIDENTIAL EXHIBIT D FORM OF RESTRICTIVE COVENANT AGREEMENT CONFIDENTIAL EXHIBIT E FORM OF CERTIFICATE OF DESIGNATIONS CONFIDENTIAL CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE NON-VOTING PREFERRED STOCK OF AMERICAN PUBLIC EDUCATION, INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors (the “Board”) of American Public Education, Inc., a Delaware corporation (the “Corporation”), at a meeting duly convened and held, at which a quorum was present and acting throughout: RESOLVED, that pursuant to the provisions of the Fifth Amended and Restated Certificate of Incorporation of the Corporation and applicable law, a series of Preferred Stock, having a par value of $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions, of the shares of such series be and hereby are as follows:
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Examples of Working Capital Surplus Amount in a sentence

  • For purposes of clarity, the parties intend that only one payment be made, e.g., if the Net Working Capital Surplus Amount less the Equityholder Deficiency Amount is a positive amount, only the Individuals shall be paid pursuant to this Section.

  • The Closing Cash Payment will reflect an increase on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Surplus Amount or a decrease on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Shortfall Amount, as the case may be.

  • For Tax purposes, the Equityholder Deficiency Amount, if any, shall be treated as a decrease in the Purchase Price, and the Net Working Capital Surplus Amount, if any, shall be treated as an increase in the Purchase Price and shall, in each case, be allocated among the Acquired Shares and the Sellers in the same percentages as the Closing Payment is allocated among the Acquired Shares and the Sellers.

  • The Equityholder Deficiency Amount or the Net Working Capital Surplus Amount, as applicable, shall be paid within three days of the final determination of the Equityholder Deficiency Amount or Net Working Capital Surplus Amount, as applicable.

  • Per Section 1.2(e), the Net Working Capital Surplus Amount will be allocated among the Acquired Shares and the Individuals in the same percentages as the Closing Payment is allocated among such Acquired Shares and the Individuals and be paid by wire transfer of immediately available funds to the Individuals’ Accounts.

  • The Closing Balance Sheet shall be prepared in accordance with GAAP and on a basis consistent with the Financial Statements and in accordance with the Company’s historic past practice and shall set forth, and contain all of the information necessary to calculate the Net Working Capital, the Working Capital Shortfall Amount, if any, the Working Capital Surplus Amount, if any, the Cash, the Cash Items, the Cash Surplus Amount, if any, and the Cash Shortfall Amount, if any.

  • If the Estimated Working Capital is greater than the Working Capital Target, the amount of such excess is an “Estimated Working Capital Surplus Amount ”.

  • Upon receipt of the Estimated Adjusted Working Capital, the parties will determine whether there is a Working Capital Surplus Amount or Working Capital Deficit Amount and the “Estimated Fixed Portion of the Purchase Price,” based upon the Estimated Adjusted Working Capital.

  • By requiring Credit Providers and CRBs to abide by widely applied behaviour standards, data quality in the entire system is improved – benefitting consumers, the regulator and industry.ARCA supports the view of the World Bank that effective participation in the credit reporting system can drive benefits for consumers – and that withholding data from the system could potentially lead toorganisations not subject to reciprocity arrangements to contribute incomplete and inaccurate information3.

  • The distinction between the Hague and Montreal Conventions is that the Hague Convention is aimed at acts of hijackings, whereas the Montreal Convention covers bombings and other violent acts that are likely to cause an aircraft to crash.


More Definitions of Working Capital Surplus Amount

Working Capital Surplus Amount means (a) if Company Net Working Capital exceeds the Final Reference Amount by more than $4,500,000, the amount of such excess minus $4,500,000 and (b) otherwise, zero.
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Working Capital Surplus Amount shall have the meaning set forth in Section 2.4(a). “Working Capital Target” shall mean $28,100,000. Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number, and vice versa. [Signature pages follow.]
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Working Capital Surplus Amount has the meaning set forth in Section 2.05(a). “Working Capital Target” has the meaning set forth in Section 2.05(a). ARTICLE 2
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Related to Working Capital Surplus Amount

  • Working Capital Surplus means the amount by which the Working Capital is greater than the Target Working Capital Amount.

  • Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.

  • Capital Surplus has the meaning assigned to such term in Section 6.3(a).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Working Capital Escrow Amount means $500,000.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Working Capital Target has the meaning set forth in Section 1.3(b).

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Target Working Capital Amount means $162,000,000.

  • Surplus Amount means [***].

  • Target Net Working Capital Amount means $0.

  • Net Working Capital Target means $0.00.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Working Capital Reserve shall have the meaning set forth in the Partnership Agreement.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • Working Capital Advance has the meaning specified in Section 2.01(c).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Net Cash means (a) the sum of Tigris’ and its Subsidiaries’ cash and cash equivalents, marketable securities, accounts and interest receivable and deposits (to the extent refundable to Tigris), in each case as of the close of business on the last Business Day prior to the date of determination, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Tigris’ and its Subsidiaries’ accounts payable and accrued expenses (other than accrued expenses listed below), in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (c) the cash cost of any change of control payments or severance payments that are or become due to any employee of Tigris or its Subsidiaries minus (d) the cash cost of any accrued and unpaid retention payments due to any employee of Tigris or its Subsidiaries as of the Closing Date, minus (e) any remaining fees and expenses (including, but not limited to, any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which Tigris or any of its Subsidiaries is liable incurred by Tigris or any of its Subsidiaries in connection with this Agreement and the Contemplated Transactions or otherwise minus (f) the fees and expenses of the Accounting Firm allocated to Tigris pursuant to Section 1.6(e), minus (g) any bona fide current liabilities payable in cash, in each case to the extent not cancelled at or prior to the Determination Date; provided that in no event shall any liabilities or accruals relating to the Legal Proceeding described on Schedule D hereto be taken into account as a reduction in Net Cash, minus (h) any unpaid amounts payable by Tigris in satisfaction of its obligations under Section 5.7(c) for the period after the Closing, plus (i) the amount of any outstanding principal and accrued interest under the Tigris Note as of the Anticipated Closing Date in excess of $3,508,750, plus (j) any amounts due to be reimbursed to Tigris by Potomac pursuant to Section 9.3(a).

  • Working Capital Loan has the meaning specified in Section 2.1(c).

  • Working Capital Shortfall means the amount by which the Anticipated Working Capital Amount exceeds Minimum Net Operating Working Capital.