Target Closing Net Cash means $0.
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.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
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 Amount has the meaning set forth in Section 2.2.
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Second Closing has the meaning set forth in Section 2.2.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
First Closing has the meaning set forth in Section 2.1(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Second Closing Date has the meaning set forth in Section 1.3.
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.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Final Closing Statement has the meaning set forth in Section 2.5(d).
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.