Pre-Closing Business Cash Adjustment means an amount, which may be positive or negative, equal to the difference of (a) the Pre-Closing Business Cash, minus (b) the Education Entities Pre-Closing Cash.
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 2.5.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
SOFR Adjustment means 0.10% (10 basis points).
Term SOFR Adjustment means a percentage equal to 0.10% per annum.
Closing Cash Amount has the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).