Residual Closing Cash Amount means (a) the Estimated Closing Cash Consideration, minus (b) the Series B Preference Amount minus (c) the Series C Preference Amount.
Closing Cash Amount has the meaning set forth in Section 2.2.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.
Closing Payment has the meaning set forth in Section 2.2(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Earnout Amount has the meaning set forth in Section 2.7(a).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
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.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.