Final Closing Cash Target in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Final Closing Cash Target means: (i) the Earn-Out Cash Amount; plus (ii) an amount, which may not be less than zero, equal to (x) $98,347,163, minus (y) the Final Net Working Capital, minus (z) the Invoice Amount.

Final Closing Cash Target has the meaning set forth in Section 2.11(e). “Final Closing S&P Adjustment” has the meaning set forth in Section 2.11(e).

More Definitions of Final Closing Cash Target

Final Closing Cash Target or any of the “Final True-Up Date NB Adjustment”, “Final Closing S&P Adjustment”, “Final EBITDA Adjustment”, “Final Other Liabilities Adjustment” or “Final Measurement Date NB Adjustment” means, respectively, the amount of Closing Cash or the Closing Cash Target or the amount of the True-Up Date NB Adjustment, Closing S&P Adjustment, EBITDA Adjustment, Closing Other Liabilities Adjustment or Measurement Date NB Adjustment, as the case may be, (i) as shown in the Purchaser’s calculation delivered pursuant to Section 2.11(a) or Section 2.11(c), as the case may be, if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.11(b) or Section 2.11(c), as the case may be; or (ii) if such a notice of disagreement is delivered, (A) as agreed by the Purchaser and the Seller pursuant to Section 2.11(d) or (B) in the absence of such agreement, as shown in the Referee’s report delivered pursuant to Section 2.11(d); provided that in no event (x) shall the Final Closing Cash Target, Final True-Up Date NB Adjustment, Final Closing S&P Adjustment, Final EBITDA Adjustment, Final Other Liabilities Adjustment or Final Measurement Date NB Adjustment be more than the Purchaser’s calculation thereof delivered pursuant to Section 2.11(a) or Section 2.11(c), as the case may be, or less than the Seller’s calculation of thereof delivered pursuant to Section 2.11(b) or Section 2.11(c), as the case may be, or (y) shall Final Closing Cash be less than the Purchaser’s calculation thereof delivered pursuant to Section 2.11(a) or more than the Seller’s calculation of thereof delivered pursuant to Section 2.11(b).

Related to Final Closing Cash Target

Final Closing Cash shall have the meaning set forth in Section 2.11(g).
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 means the amount of Cash determined as of the close of business on the Closing Date.
Closing Cash Payment has the meaning set forth in Section 2.06(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).
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).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Net Working Capital Target means $0.00.
Working Capital Target means $0.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).
Target Net Working Capital Amount means $5,000,000.
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Final Closing Statement has the meaning set forth in Section 2.5(d).
Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
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.
Closing Date Cash has the meaning specified in Section 3.4(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Final Closing means the last closing under the Private Placement;

Final Closing Cash Target definition

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Related to Final Closing Cash Target