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.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
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.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Parent Liabilities shall have the meaning set forth in Section 2.3(b).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
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.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Closing Amount has the meaning set forth in Section 2.2(a).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Target Net Working Capital Amount means $5,000,000.
Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Excluded Liabilities has the meaning set forth in Section 2.4.
Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
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.