Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Indebtedness Amount has the meaning set forth in Section 1.4.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Parent Liabilities shall have the meaning set forth in Section 2.3(b).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(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 Cash Consideration has the meaning set forth in Section 2.02.
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Closing Amount has the meaning set forth in Section 2.3.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Target Net Working Capital Amount means $0.
Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Excluded Liabilities has the meaning set forth in Section 2.4.
Adjusted Consolidated EBITDA means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Closing Indebtedness means the Indebtedness of the Company that remains outstanding and unpaid as of immediately prior to the Closing.