Pre-Closing Investment Debt means the aggregate amount of all principal and interest outstanding in respect of all Pre-Closing Expenses;
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
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 Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.
Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).
Closing Debt means the aggregate amount of all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.
Closing Indebtedness means, as of the Closing Date, the aggregate amount of Indebtedness of the Company, including, but not limited to, any prepayment penalties, early termination fees, bank fees and related expenses payable by the Company in connection with the repayment or assumption by the Parent of any Indebtedness of the Company.
Second Closing Date has the meaning set forth in Section 1.3.
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.
Put Closing Date shall have the meaning set forth in Section 2.3.8.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Series Closing Date means the date designated as such in the Series Term Sheet.
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.
Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Closing Cash Amount has the meaning set forth in Section 2.2.
Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.
Second Closing has the meaning set forth in Section 2.2.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;
Third Closing Date has the meaning set forth in Section 2.2(c).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).