Closing UHC Portion means the quotient of (a) seventy-five percent (75%) of Closing Platform Capital and Surplus, divided by (b) Closing Aggregate Capital and Surplus.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
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.
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.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Cash Portion is defined in Section 2.2(a)(iii) hereof.
Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
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.
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
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 Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
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.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Second Closing has the meaning set forth in Section 2.2.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).