Acquisition Closing Conditions definition

Acquisition Closing Conditions means the Company Acquisition Closing Conditions and the Purchaser Acquisition Closing Conditions.
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Acquisition Closing Conditions has the meaning specified in Section 1.1 of the Plan of Arrangement.
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Acquisition Closing Conditions means each of the conditions to closing of the Acquisition set out in clauses 3.1(f) (Material adverse change), 3.1
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Examples of Acquisition Closing Conditions in a sentence

  • The closing of the purchase and sale of the Purchaser Call Option Shares pursuant to the Purchaser Call Option is to occur on ________________, 20__ (the “Acquisition Date”) subject to the satisfaction or waiver of the Acquisition Closing Conditions.

  • The Floating Call Option may be exercised by the Purchaser in its sole discretion, following the exercise of the Purchaser Call Option, by delivering to the Company (with a copy to the Depositary) a Floating Call Option Exercise Notice on or before the Floating Election Expiry Date stating that the Purchaser is exercising the Floating Call Option with respect to all (but not less than all) of the Floating Shares, subject to the Acquisition Closing Conditions being satisfied or waived.

  • The closing of the purchase and sale of the Purchaser Call Option Shares pursuant to the Purchaser Call Option is to occur on , 20 (the “Acquisition Date”) subject to the satisfaction or waiver of the Acquisition Closing Conditions.

  • Following the earlier of the delivery of the Purchaser Call Option Exercise Notice or a Triggering Event Date, the Parties shall take all commercially reasonable efforts to promptly satisfy the Acquisition Closing Conditions and complete any Pre-Acquisition Reorganization.

  • In accordance with those policies, in the event of litigation or governmental investigation please consult Lazard’s Legal and Compliance Department.

  • Following the Triggering Event, upon the satisfaction or waiver of the Acquisition Closing Conditions, Canopy Growth will acquire all of the ‎issued and outstanding Subordinate Voting Shares (including the Subordinate ‎Voting Shares issued following the automatic conversion of the issued and outstanding ‎Proportionate Voting Shares and Multiple Voting Shares to Subordinate Voting Shares in accordance with the Plan of ‎Arrangement).

  • Following the Triggering Event, upon the satisfaction or waiver of the Acquisition Closing Conditions, Canopy Growth will complete the Acquisition.

  • An independent committee of the Company’s board of directors (the “Independent Committee”) shall have approved the terms of the transactions contemplated by this Agreement and the other Transaction Documents and shall have authorized the Company to enter into and consummate the transactions contemplated by this Agreement and the other Transaction Documents; and 4.7 Satisfaction of Acquisition Closing Conditions.

  • Following the Initial Effective Time, Acreage will continue to operate as a stand-alone entity and to conduct its business independently, subject to compliance with certain covenants contained in the Arrangement Agreement.Following the Initial Effective Time, upon the occurrence or waiver of the Triggering Event ‎and the satisfaction or waiver of the Acquisition Closing Conditions, Canopy Growth will exercise or be deemed to exercise the Canopy Growth Call Option.


More Definitions of Acquisition Closing Conditions

Acquisition Closing Conditions means the delivery of a certificate of the Customer, dated the Closing Date and signed by a Financial Officer of the Customer (i) certifying that (a) the ICS Acquisition has been consummated in escrow, pursuant to the Escrow Agreement, (b) the total consideration paid in connection with the acquisition of the shares was not more than $7,300,000, (c) no party to any of the ICS Acquisition Agreements has waived the fulfillment of any material condition precedent set forth therein to the consummation of the acquisition, no party has failed to perform any of its material obligations thereunder or under any instrument or document executed and delivered in connection therewith, and nothing has come to the attention of the Customer that would cause it to believe that any of the representations or warranties of ICS contained in the signed ICS Acquisition Agreements was false or misleading in any material respect when made, (d) neither the execution and delivery of the ICS Acquisition Agreements, nor the performance of the Customer's obligations thereunder, will violate any provision of law or will conflict with or result in a breach of, or create (with or without the giving of notice or lapse of time, or both) a default under, any material agreement to which the Customer is a party or by which it is bound or any of its assets is affected and (e) upon the satisfaction of the Escrow Conditions, the Customer will have acquired by virtue of the consummation of the acquisition and will have good and marketable title to all of the capital stock of ICS pursuant to the ICS Acquisition Documents, free and clear of any Lien, except (1) for Permitted Liens and (2) for the liens created and granted by the Loan Documents, and (f) after giving effect to the acquisition, there is no litigation or administrative proceeding, or regulatory development, that could reasonably be expected to have a material adverse effect on (1) the business, assets, operations, condition (financial or otherwise) or material agreements of the Consolidated Entities, (2) the ability of any Consolidated Entity to perform any of its obligations under any Loan Document, (3) the rights of or benefits available to MLBFS under any Loan Document or (4) the ability of any party to the ICS Acquisition Agreement to perform any of its obligations under the signed ICS Acquisition Agreement, and (ii) attaching a true, complete and correct copy of the ICS Acquisition Agreement.
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Acquisition Closing Conditions means the conditions to closing of the Acquisition, as set out in the Arrangement Agreement.
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Acquisition Closing Conditions means each of the conditions to closing of the Acquisition set out in clauses 3.1(f) (MATERIAL ADVERSE CHANGE), 3.1(g) (REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT) and 3.1(h) (NO INSOLVENCY OF CERTAIN MEMBERS OF THE MGG GROUP) of the Business Combination Agreement.
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Related to Acquisition Closing Conditions

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Second Closing has the meaning set forth in Section 2.2.

  • Second Closing Date means the date of the Second Closing.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • 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.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • 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.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.