Closing Date Cash has the meaning specified in Section 3.4(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 Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Earnout Amount has the meaning set forth in Section 2.7(a).
Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.
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.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:
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 Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).
Working Capital Target means $0.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).