Actual Closing definition
Examples of Actual Closing in a sentence
To the extent the Acquired Company requires cash for the period from the Closing Date to the Actual Closing Date, Seller and Parent may lend such cash to the Acquired Company, which loan shall bear interest at the Prime Rate and shall be repaid as soon as practicable, but in all events no later than the Closing or, if such amount is not invoiced, within two (2) Business Days after receipt of such invoice.
On or before each such Actual Closing or the commencement of any such occupancy or sublease, and thereafter at least thirty (30) days before the expiration of any such insurance or within ten (10) days after receiving a written request from the other Party, the Obtaining Party shall deliver certificates from the issuers of all such insurance evidencing full compliance with this Section 2.6(b), together with evidence of the payment of any premiums due on account of such insurance.
The Actual Total Adjusted Capital and the Actual Closing Risk-Based Capital shall be calculated in accordance with the Risk-Based Capital Calculation Methodology.
If (A) the Actual Closing Date Payment exceeds (B) the Closing Date Payment, Buyer shall, within five (5) business days after the determination of the Actual Closing Date Payment, pay to the Stockholder Representative an aggregate amount equal to such excess, together with interest on such excess from the Closing Date to and including the date of payment (the “Balance Sheet Excess”) at an interest rate equal to the “Prime Rate” as listed in The Wall Street Journal on the Closing Date (the “Prime Rate”).
If (A) the Actual Closing Date Payment is less than (B) the Closing Date Payment, then the Stockholder Representative shall pay to Buyer an aggregate amount equal to such shortfall, together with interest on such shortfall from the Closing Date to and including the date of payment (the “Shortfall”) at an interest rate equal to the Prime Rate.
The Stockholder Representative shall hold, invest, reinvest and disburse the Stockholder Representative Account in trust for all of the Company Securityholders and the Stockholder Representative Account shall not be used for any other purpose and shall not be available to Buyer or the Surviving Corporation to satisfy any claims hereunder; provided, however, that that amount of the Stockholder Fund shall not reduce the amount of the Actual Closing Date Payment for purposes of Section 6.5(a).
To the extent it is possible without causing a default under any Lease, CSC shall take such other actions as may be reasonably requested by Computer Sciences GS in order to place Computer Sciences GS, insofar as reasonably possible, in the same position as if the Leases for any Leased Real Property for which the Actual Closing did not occur on or before the Distribution Date had been transferred as contemplated hereby.
To the extent that there is any damage from condemnation or any fire or other casualty to any Leased Real Property prior to the Actual Closing, Ultra shall consult with Delta prior to the exercise of any right set forth in the respective Lease with respect to such an event.
On or before July 31, 1997 or 30 days after the Actual Closing Date, whichever is later, (such date is referred to as the "Initial Filing Date"), the Company shall prepare and file with the Commission, a registration statement on any appropriate form under the Act for an offering to be made on a continuous basis covering all of the Registerable Securities (the "Shelf Registration").
To the extent that there is any damage from condemnation or any fire or other casualty to any Leased Real Property prior to the Actual Closing, CSC shall consult with Computer Sciences GS prior to the exercise of any right set forth in the respective Lease with respect to such an event.