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 as defined in Section 4.3.
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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.
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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, pursuant to Section 1.8(a) above, a dispute exists as to the final determination of the Actual Closing Date Working Capital Amount, the Surviving Corporation and Sellers shall promptly pay to the other, as appropriate in accordance with Sections 1.8(c)(i) and 1.8(c)(ii), such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 1.8(b).

  • 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”).

  • 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").

  • 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.

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

  • 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.

  • For the avoidance of doubt, the computations of Estimated Closing Date Working Capital and Actual Closing Date Working Capital will not include transactions solely between the Jeanswear N.V. Companies (excluding CKJ Fashion (Shanghai) Ltd.), except that margins on inventory sales on transactions solely between the Jeanswear N.V. Companies will not be eliminated.

  • The Actual Closing Date Net Working Capital, Actual Closing Date Cash, Actual Closing Date Debt and Actual Closing Date Transaction Expenses as finally determined pursuant to Section 2.4(b) and/or (c) shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the parties to this Agreement.


More Definitions of Actual Closing Date

Actual Closing Date as defined in the definition of Closing Date.
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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;
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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.
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Actual Closing Date shall have the meaning set forth in Section 2.c. hereof.
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Related to Actual Closing Date

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • 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.

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

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

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

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

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

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.

  • 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.

  • IPO Closing Date means the closing date of the IPO.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

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

  • Additional Closing Date has the meaning set forth in Section 3.

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

  • 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).

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Closing Date means the date on which the Closing occurs.

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

  • Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Final Closing means the last closing under the Private Placement;