Closing UPH Portion means the quotient of (a) Deemed PPIC 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.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
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 Consideration shall have the meaning set forth in Section 2.1(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
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 2.5.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Payment has the meaning set forth in Section 2.2(a).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Closing Amount has the meaning set forth in Section 2.3.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Closing Cash Payment has the meaning set forth in Section 2.06(a).