Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
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.
TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.
Second Closing Date has the meaning set forth in Section 1.3.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
EBITDA means earnings before interest, taxes, depreciation and amortization.
LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”
Closing Level : means the official daily Closing Level of the Index as published by the Index Sponsor in relation to each Scheduled Trading Day during the Investment Term.
Material Project EBITDA Adjustments means, with respect to each Material Project:
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.
Put Closing Date shall have the meaning set forth in Section 2.3.8.
Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.
Third Closing Date has the meaning set forth in Section 2.2(c).