Actual Closing Date definition

Actual Closing Date. In addition, Section 5.06(b) is further amended and restated in its entirety as follows:

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Actual Closing Date means the actual date that Buyer and Seller consummate the transactions contemplated hereby and fulfill their respective obligations hereunder.

Actual Closing Date means the date upon which the Consummation of the Transaction shall occur, as evidenced by an Acknowledgement of Closing and Consummation to be issued by the Financing Bank, as contemplated in Section 8.6 below;

Examples of Actual Closing Date 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.

• 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).

• 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").

• Subject to the terms and conditions of this Agreement, on the Actual Closing Date, Purchaser shall pay Seller, by wire transfer of immediately available funds, an amount equal to $565,000,000 (the “Purchase Price”) plus interest thereon for the period from January 31, 2005 (the “Closing Date”) to (and excluding) the Actual Closing Date (as defined below), at the prime rate as quoted in the Money Rates Section of The Wall Street Journal (the “Prime Rate”).

• Subject to the terms and conditions of this Agreement, on the Actual Closing Date, Purchaser shall pay Seller, by wire transfer of immediately available funds, an amount equal to $253,000,000 (the “Purchase Price”) plus interest thereon for the period from January 31, 2005 (the “Closing Date”) to (and excluding) the Actual Closing Date (as defined below), at the prime rate as quoted in the Money Rates Section of The Wall Street Journal (the “Prime Rate”).

• The daily management of cash, payables and receivables by the Acquired Company from the Closing Date to the Actual Closing Date shall be subject to the provisions of Paragraph 30 of this Amendment, and shall not be subject to the covenants under Section 5.01.

• All actions and proceedings on the part of LD Services, its officers, directors and shareholders necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly taken or will be taken prior to the Actual Closing Date.

• IXC-LD shall have received from Swid▇▇▇ & ▇erlin, legal counsel for the Shareholders and LD Services, an opinion, dated the Actual Closing Date, in a form reasonably satisfactory to IXC-LD.

More Definitions of Actual Closing Date

Actual Closing Date as defined in the definition of Closing Date.

Actual Closing Date as defined in Section 4.3.

Actual Closing Date shall have the meaning set forth in Section 2.c. hereof.

Actual Closing Date means, with respect to any member of the Company Group, the date on which such member of the Company Group is actually transferred to and becomes acquired by Purchaser (or an Affiliate of Purchaser) pursuant to this Agreement.