Education Entities Pre-Closing Cash means the amount of cash, cash equivalents and marketable securities held by the Education Entities as of the Closing, which amount shall not exceed $10,000,000.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Pre-Closing Statement has the meaning set forth in Section 2.4(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.
Working Capital Escrow Amount means $2,000,000.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
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 Consideration shall have the meaning set forth in Section 2.1(b).
First Closing has the meaning set forth in Section 2.1(a).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
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 Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Final Closing Statement has the meaning set forth in Section 2.5(d).