Residual Per Share Closing Cash Amount means the quotient obtained by dividing (a) the Residual Closing Cash Amount, by (b) the Number of Fully Diluted Vested Shares.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Earnout Amount has the meaning set forth in Section 2.7(a).
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 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.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Earn-Out Consideration is defined in Section 2.5(c).
Closing Payment Amount shall have the meaning set forth in Section 3.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:
Earn-Out Amount has the meaning set forth in Section 2.07(a).
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.