The Estimated Closing Net Equity and the Estimated Closing Cash, as set forth on the Estimated Closing Balance Sheet, shall be equal to or greater than the Target Closing Net Equity and the Target Closing Cash, respectively, and the Estimated Closing Indebtedness, as set forth on the Estimated Closing Balance Sheet, shall be equal to or less than the Target Closing Indebtedness.
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.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Second Closing has the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Second Closing Date means the date of the Second Closing.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.
Closing Cash Amount has the meaning set forth in Section 2.2.
Net Equity ’ means, subject to such rules and regulations as the Commission pro- mulgates under the Act, with respect to the aggregate of all of a customer’s accounts that such customer has in the same capacity—
Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Acquisition Closing Date means the date on which the Acquisition is consummated.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Third Closing shall have the meaning ascribed to such term in Section 2.1(c).
Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.
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 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.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Third Closing Date has the meaning set forth in Section 2.2(c).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.