Common use of Estimated Net Working Capital Clause in Contracts

Estimated Net Working Capital. The Company will deliver to Parent not less than three (3) or more than five (5) Business Days prior to the anticipated Closing Date, a statement (the “Estimated Net Working Capital Statement”), that will set forth a good faith estimate of the Net Working Capital of the Company as of the anticipated Effective Time (the “Estimated Net Working Capital”). The Estimated Net Working Capital Statement shall be prepared in good faith and in accordance with GAAP (except as may be required to adhere to the definition of Net Working Capital).

Appears in 1 contract

Sources: Arrangement Agreement (Blackboard Inc)

Estimated Net Working Capital. The Company will deliver to Parent not Not less than three (3) or more than five (5) Business Days two days prior to the anticipated Closing Date, the Company shall prepare in good faith and submit to Parent a statement (the “Estimated setting forth an estimate of Net Working Capital Statement”), that will set forth a good faith estimate of the Net Working Capital of the Company as of the anticipated Effective Time Closing Date (the “Estimated Net Working Capital”). The Estimated Net Working Capital Statement shall be prepared ) determined in good faith and in accordance a manner consistent with GAAP (except as may be required to adhere to the definition of Net Working Capital)Company’s past practices.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Neustar Inc)

Estimated Net Working Capital. The Company will deliver to Parent Parent, not less than three (3) or more than five (5) Business Days prior to the anticipated Closing Date, a statement (the “Estimated Net Working Capital Statement”), ) that will set forth a good faith estimate of the Net Working Capital of the Company as of the anticipated Effective Time close of business on the Closing Date (the “Estimated Net Working Capital”). The Estimated Net Working Capital Statement Adjustment” shall be prepared in good faith and in accordance with GAAP an amount equal to (except as may be required to adhere to A) the definition of Estimated Net Working Capital minus (B) the Minimum Required Net Working Capital).

Appears in 1 contract

Sources: Merger Agreement (Blackboard Inc)