Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
First Closing has the meaning set forth in Section 2.1(a).
Second Closing has the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Acquiror has the meaning specified in the Preamble hereto.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Put Closing shall have the meaning set forth in Section 2.3.8.
Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.
Offer Closing Date has the meaning set forth in Section 1.01(f).
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.