Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.
Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Merger Consideration has the meaning set forth in Section 2.02
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
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.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.
Closing Payment has the meaning set forth in Section 2.2(a).