Post-Closing Carnivale Shares means the number of shares of Carnivale Common Stock determined by dividing (a) the Carnivale Fully-Diluted Shares by (b) the Carnivale Allocation Percentage, and rounded down to the nearest whole number of shares.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Second Closing has the meaning set forth in Section 2.2.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
First Closing has the meaning set forth in Section 2.1(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.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Second Closing Date has the meaning set forth in Section 1.3.
Earnout Shares has the meaning set forth in Section 3.6(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Third Closing shall have the meaning ascribed to such term in Section 2.1(c).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Put Closing shall have the meaning set forth in Section 2.3.8.
Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Subsequent Closing has the meaning set forth in Section 3.2.
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.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Put Closing Date shall have the meaning set forth in Section 2.3.8.