Required Closing Amount has the meaning set forth in Section 4.5(a).
Required Closing Amount means (i) the aggregate Offer Price payable by Parent or Offeror on the Offer Closing Date, and the aggregate Merger Consideration payable by Parent and Offeror on the Closing Date and the payment of the amounts in respect of equity awards made by the Company, (ii) repayment, prepayment or discharge (after giving effect to the Closing) of the Company’s senior secured indebtedness for which a payoff letter is delivered pursuant to the Merger Agreement, and (iii) all fees and expenses required to be paid on the Offer Closing Date and the Closing Date in connection with the Financing and the other transactions contemplated hereby to be consummated on the Offer Closing Date or the Closing Date. Prior to the Closing Date, the Company is obligated to cooperate with any reasonable request by Parent, Guarantor or the Financing Sources in connection with the Financing. Conditions to the Consummation of the Merger. Pursuant to the Merger Agreement, the respective obligations of the Company, Parent and the Offeror to effect the Merger are subject to the satisfaction (or waiver, if permissible under applicable law) of each of the following conditions at or prior to the Effective Time: • no law or order having been enacted, issued, promulgated, enforced or entered into by any governmental entity which prohibits, restrains or enjoins the consummation of the Merger; and • the Offeror having accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer. Termination. The Merger Agreement provides that it may be terminated, and it and the Merger may be abandoned as follows:
Required Closing Amount has the meaning set forth in Section 3.7.