Closing Carve-Out Amount means $350,000.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Earnout Amount has the meaning set forth in Section 2.7(a).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Amount has the meaning set forth in Section 2.2(a).
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Working Capital Escrow Amount means $2,000,000.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Indebtedness means, as of the Closing Date, the aggregate amount of Indebtedness of the Company, including, but not limited to, any prepayment penalties, early termination fees, bank fees and related expenses payable by the Company in connection with the repayment or assumption by the Parent of any Indebtedness of the Company.
Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.
Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).