Company Net Working Capital Adjustment Sample Clauses
The Company Net Working Capital Adjustment clause defines how the purchase price in a transaction will be modified based on the difference between the company's actual net working capital at closing and a predetermined target amount. In practice, this clause requires the parties to calculate the company's current assets minus current liabilities as of the closing date, and then compare this figure to the agreed-upon target; if the actual net working capital is higher or lower than the target, the purchase price is adjusted upward or downward accordingly. This mechanism ensures that the buyer receives the expected level of working capital and protects both parties from unexpected changes in the company's short-term financial position between signing and closing.
Company Net Working Capital Adjustment. (a) Pursuant to Section 5.11, the Company shall deliver the Company Closing Financial Certificate to the Acquirers Representative prior to or upon Closing.
(b) Within ninety (90) days after the Closing, Acquirers Representative may object to the calculation of the Closing Consideration and deliver to the Seller a statement (the “Acquiror Closing Financial Statement”) setting forth Acquirer Representative’s calculation of the Closing Consideration and each element thereof set forth in the Company Closing Financial Certificate (“Acquiror Calculations”), in each case together with supporting documentation, information and calculations and any other relevant information reasonably requested by Seller.
(c) The Seller may object to the Acquirer Representative’s Calculations by providing written notice of such objection to the Acquirers Representative within thirty (30) days after the Acquirers Representative’s delivery of the Acquiror Closing Financial Statement (the “Notice of Objection”), together with supporting documentation, information and Calculations (the “Seller Calculations”). Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Seller.
(d) If the Seller timely provides the Notice of Objection, then Acquirers Representative and the Seller shall confer in good faith for a period of up to ten (10) Business Days following Acquiror’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto.
(e) If, after the ten (10) Business Day period set forth in Section 7.3(d), Acquirers Representative and the Seller cannot resolve any matter set forth in the Notice of Objection, then Acquirers and the Seller shall engage one of the big four accounting firms in Israel or, if such firm is not able or willing to so act, another auditing firm acceptable to both Acquirers Representative and the Seller (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquiror Representative and the Seller and the Acquiror Calculations or Seller Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within twenty (20) days following its engagement) determine the resolution of such remaining ...
Company Net Working Capital Adjustment. (a) Pursuant to Section 5.17, the Company shall deliver the Company Net Working Capital Certificate to Acquiror not less than five (5) Business Days prior to the Closing Date.
(b) Within ninety (90) days after the Closing, Acquiror may object to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Shareholders’ Agent a certificate (the “Acquiror NWC Certificate”) executed by Acquiror’s Chief Financial Officer setting forth (i) Acquiror’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquiror is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate and (ii) a reconciliation explaining in reasonably detailed terms the substantive differences between the NWC Calculations as set forth on the Company Net Working Capital Certificate and the NWC Calculations as set forth on the Acquiror NWC Certificate.
(c) The Shareholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquiror NWC Certificate by providing written notice of such objection to Acquiror within twenty (20) days after Acquiror’s delivery of the Acquiror NWC Certificate (the “Notice of Objection”).
(d) If the Shareholders’ Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to thirty (30) Business Days following Acquiror’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding.
(e) If, after such thirty (30) Business Day period, the Shareholders’ Agent and Acquiror cannot resolve any such disagreement, then the parties shall engage ▇▇▇▇ ▇▇▇▇▇ LLP or if such firm is not able or willing to so act, another auditing firm acceptable to both the Shareholders’ Agent and Acquiror (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties.
(f) If the Company Net Working Capital, as determined pursuant to Section 1.12(b) (in the event there is no Notice of Objection), Section 1.12(d) or Section 1.12(e), as the case may be, is in fact less than the Company Net Working Capital set forth in t...
Company Net Working Capital Adjustment. If the Company's Closing Net Working Capital is greater or less than its Required Net Working Capital, then the Exchange Ratio shall be adjusted on the Closing Date as follows: in the event of a positive / (negative) variance, the Exchange Ratio shall be increased / (reduced) by an amount equal to (x) the difference between the Company's Closing Net Working Capital and Required Net Working Capital, divided by (y) the weighted average closing price of Parent Common Stock during the 10 trading days immediately preceding the Closing Date, and dividing the quotient so obtained by (z) the Company's Fully Diluted Shares Outstanding on the Closing Date. The parties agree and acknowledge that Bridge Notes shall not be included in the Company Net Working Capital, since the issuance of such Bridge Notes shall result in a Bridge Note Adjustment, as set forth below.
Company Net Working Capital Adjustment. Section 1.7(f) (Company Net Working Capital Adjustment) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Company Net Working Capital Adjustment. (a) Pursuant to Section 6.12 hereof, not less than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a certificate executed by the Authorized Person detailing the Company’s good faith best estimate, as prepared by ▇▇▇▇▇▇ Keret (the "Company Accountant"), of (i) Company Net Working Capital of the Closing Date, including a draft of the Company’s and the Israeli Subsidiary's unaudited balance sheets as of the Closing Date prepared on a consistent basis with the Company Financial Statements, (ii) the Cash as of the Closing Date, and (iii) the Google Payments as of the Closing Date (the “Company Net Working Capital Certificate”). The Company Net Working Capital Certificate shall be prepared by the Company in US Dollars, in accordance with GAAP and in accordance with Schedule 1.5(a) and shall fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the balance sheet of the Company and the Israeli Subsidiary and the estimated Company Net Working Capital as of the close of business on the Closing Date. The Company Net Working Capital Certificate may be used by the Purchaser to reduce the Aggregate Consideration payable pursuant to this Agreement to the extent, if any, that the amount of Company Net Working Capital set forth therein shall be less than one million U.S. Dollars ($1,000,000), including Cash of at least one million U.S. Dollars ($1,000,000) (the “Working Capital Target", and the amount of such deficiency, if any, being referred to herein as the “Working Capital Shortfall”), it being understood, for purposes of computing the Working Capital Shortfall and the Negative Adjustment Amount, that shortfall in the Cash target that results in a shortfall in the working capital target shall be counted only once.
Company Net Working Capital Adjustment. (a) At the Closing, Purchaser shall deposit an amount of cash equal to any Company Net Working Capital Surplus with the Escrow Agent, 80% of which amount shall be deposited in the PPS Indemnity Escrow Fund and 20% of which shall be deposited in the NBT Indemnity Escrow Fund, in each case to be held and distributed pursuant to this Section 1.4. “Company Net Working Capital Surplus” means the amount, if any, by which the amount of Company Net Working Capital set forth in the Company Closing Financial Certificate exceeds the Company Net Working Capital Target. “Company Net Working Capital Target” means $1,000,000.00.