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 2.6(a).
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 has the meaning set forth in Section 1.3.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
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.
Subsequent Closing has the meaning set forth in Section 3.2.
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 the Net Working Capital as of the open of business on the Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
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 amount of Cash determined as of the close of business on 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 a Straddle Period ending on the Closing Date.