Closing Net Working Capital Statement definition

Closing Net Working Capital Statement has the meaning set forth in Section 1.9.1.

Closing Net Working Capital Statement means an unaudited statement of Net Working Capital at the close of business on the Closing Date, prepared by the Buyer in accordance with GAAP.

Closing Net Working Capital Statement setting forth the Net Working Capital of the Companies as of the Closing Date (the “Closing Net Working Capital”), prepared in accordance with Section 2.14(a)(ii) and giving effect to the Medifax Contribution and the transactions contemplated by this Agreement to occur prior to the Closing (but not taking into account the Financing and payment of the Minimum Cash Balance in Section 2.15(b)), including the actions described in Section 2.10.

Closing Net Working Capital Statement is defined in Section 2.5(b)(i).

Closing Net Working Capital Statement means the statement of net working capital of the Business (as adjusted in accordance with this Agreement) as of 12:01 A.M. (local time) on the Closing Date, and after giving effect to the Restructuring, which statement shall be prepared and delivered in accordance with Section 2.6.

Closing Net Working Capital Statement has the meaning assigned to such term in Section 2.20(b)(i). “Closing Participation Merger Consideration” has the meaning assigned to such term in Section 2.11. “Closing Per Share Common Merger Consideration” means (i) the Per Share Common Preference Amount plus (ii) the Per Share Closing Participation Amount. “Closing Per Share Preferred Merger Consideration” means (i) the Per Share Preferred Preference Amount plus (ii) the Per Share Closing Participation Amount. “Closing Preferred Merger Consideration” means the aggregate amount payable at the Effective Time, in accordance with the terms of this Agreement, to the Former Holders of the Series B Preferred Stock. “Closing Statement of Cash” has the meaning assigned to such term in Section 2.20(b)(ii). “Closing Statement of Indebtedness” has the meaning assigned to such term in Section 2.20(b)(ii). “Closing Statement of Transaction Expenses” has the meaning assigned to such term in Section 2.20(b)(ii). “Closing Statements” has the meaning assigned to such term in Section 2.20(c)(i). “Closing Transaction Expenses” means the unpaid Transaction Expenses of the Company or any of its Subsidiaries as of immediately prior to the Closing. “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Common Preference Merger Consideration” means the result of (a) Per Share Common Preference Amount multiplied by (b) the sum of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus the aggregate number of shares of Company Common Stock issuable upon exercise in full of all Exchanged Options. “Company” has the meaning assigned to such term in the opening paragraph of this Agreement.

Closing Net Working Capital Statement shall have the meaning set forth in Section 2.3.2(a)(iii). Schedule 1 – Defined Terms 3

Closing Net Working Capital Statement setting forth the Sellers’ Net Working Capital as of Closing subject to the definition of Net Working Capital (the “Closing Net Working Capital”). The fees and expenses incurred in the preparation of the Closing Net Working Capital Statement by Buyer shall be borne by Buyer, and such costs shall not be reflected on the Closing Net Working Capital Statement. Immediately following the delivery of such items, Buyer, the Sellers and the authorized representatives of Buyer and the Sellers shall be permitted to review Buyer’s and Buyer’s representatives’ working papers relating to the Closing Net Working Capital Statement and Closing Net Working Capital during the Resolution Period. The Closing Net Working Capital Statement shall include all known adjustments required in a year-end closing of the books and be prepared in accordance with GAAP applied in a manner consistent with the preparation of the Interim Balance Sheet and the past practices of the Sellers. The Closing Net Working Capital Statement and Closing Net Working Capital shall become final and binding upon expiration of the thirty (30) calendar day period after Buyer’s delivery of the Closing Net Working Capital Statement (the “Dispute Period”) unless the Sellers give written notice of a disagreement with any matter set forth therein (a “Dispute Notice”) to Buyer prior to the expiration of the Dispute Period setting forth in reasonable detail the disputed items (“Items of Dispute”) and the basis for such dispute. After the Closing Date, the Sellers shall give Buyer and the authorized representatives of Buyer reasonable access, at reasonable times following prior notice, to the books and records of the Sellers that are not Assets and that relate to the Closing Net Working Capital Statement for purposes of preparing the Closing Net Working Capital Statement and Closing Net Working Capital. In the event that the Sellers deliver a Dispute Notice during the Dispute Period, Buyer and the Sellers shall cooperate in good faith to resolve any Items of Dispute therein within thirty (30) calendar days of Buyer’s receipt of such Dispute Notice (the “Resolution Period”).

Closing Net Working Capital Statement as defined in Section 2.5(a). Code: the Internal Revenue Code of 1986, as amended. Collateral Agreements: the agreements and other documents and instruments describe in Section 5.2.3.