Aleris Acquisition Closing Date definition

Aleris Acquisition Closing Date means the date that the Aleris Acquisition is consummated in accordance with the terms of the Aleris Merger Agreement.
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Aleris Acquisition Closing Date means the date that the Aleris Acquisition is consummated in accordance with the terms of the Aleris Merger Agreement. “Aleris Hedging Collateral Requirements” shall have the meaning assigned to such term in Section 5.15(e). “Aleris Merger Agreement” means that certain Agreement and Plan of Merger, dated as of July 26, 2018, among the Parent, Novelis Acquisitions, Aleris, and OCM Opportunities ALS Holdings, L.P., a Delaware limited partnership, as amended, modified or supplemented, together with any consent or waiver with respect thereto, but only to the extent that such amendment, modification, amendment, consent or waiver is not materially adverse to the Lenders or the Administrative Agent in their capacities as such, it being understood that (i) any modification, amendment, consent or waiver to the definition of “Material Adverse Effect” in the Aleris Merger Agreement, or which has the effect of modifying, amending or waiving the representation or condition as to the absence of a Material Adverse Effect (as defined in the Aleris Merger Agreement as of the Second Amendment Effective Date) shall be deemed to be materially adverse to the Lenders and the Administrative Agent, (ii) any decrease in the purchase price payable under the Aleris Merger Agreement shall not be deemed to be materially adverse to the Lenders or the Administrative Agent, so long as such decrease does not exceed 10% of the consideration contemplated to be paid under the Aleris Merger Agreement as of July 26, 2018, and (iii) any increase in the purchase price contemplated to be paid under the Aleris Merger 4 1120544.02G-CHISR02A - MSW
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Aleris Acquisition Closing Date means the date that the Aleris Acquisition is consummated in accordance with the terms of the Aleris Merger Agreement. “Aleris Belgium” shall mean Aleris Aluminum Duffel BVBA (or, if converted or recharacterized prior to the Aleris Acquisition Closing Date, Aleris Aluminum Duffel BV), and including any sales offices thereof. 4 1031947.12E-CHISR1060441.10-CHISR01A - MSW
Sample 1

Examples of Aleris Acquisition Closing Date in a sentence

  • If the Escrowed Amounts are funded by the Escrow Agent on the Aleris Acquisition Closing Date in accordance with clause (f) below, then such Interest Period shall continue and shall be payable in Dollars by the applicable Co-Borrower to the Administrative Agent in arrears in accordance with Section 2.06(d) and Section 2.14, and future Interest Periods shall be subject to Section 2.08.

  • The Administrative Agent shall have received a solvency certificate in the form of Exhibit O to the Amended Credit Agreement (or in such other form as is satisfactory to the Administrative Agent to reflect applicable legal requirements), dated the Aleris Acquisition Closing Date and signed by a senior Financial Officer of each Loan Party or of the Designated Company.

  • The Administrative Agent shall have received evidence of the acceptance by the Process Agent of its appointment as such by each Person acquired by a Loan Party in connection with the Aleris Acquisition and the transactions contemplated hereby, to the extent such Person becomes a Loan Party on the Aleris Acquisition Closing Date.

  • All approvals of Governmental Authorities and third parties necessary to execute and deliver the Loan Documents entered into on the Aleris Acquisition Closing Date, and to perform all obligations under the Loan Documents and to consummate the Aleris Acquisition and the transactions contemplated hereby shall have been obtained and shall be in full force and effect.

  • Since March 31, 2018 through the Aleris Acquisition Closing Date, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect on Holdings and its Subsidiaries, after giving effect to the Aleris Acquisition.

  • To the extent that any Loans are to be made on the Aleris Acquisition Closing Date, the Administrative Agent shall have received a Borrowing Request in accordance with Section 4.02 of the Amended Credit Agreement.

  • Before and after giving effect to the consummation of the Aleris Acquisition and the other transactions in connection therewith occurring on the Aleris Acquisition Closing Date, no Default or Event of Default shall have occurred and be continuing.

  • The Designated Company may at any time and from time to time after the Aleris Acquisition Closing Date designate one or more Specified Aleris German Subsidiaries as a German Borrower, and one or more Specified Aleris U.S. Subsidiaries as a U.S. Borrower, in each case upon delivery to the Administrative Agent of a written request therefor not less than 20 Business Days (or such lesser period as the Administrative Agent may agree in its sole discretion) prior to the effective date of such designation.

  • The obligation of the Escrow Agent to fund the Escrowed Amounts to the Incremental Borrower (or to the Person designated by the Incremental Borrower to receive such Escrowed Amounts pursuant to Section 2.21 of the Amended Credit Agreement) on the Aleris Acquisition Closing Date (such date, the “Aleris Incremental Funding Date”) shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 6.

  • WALTER TEJADA, Vice Chairman – Aye, JAY FISETTE, Member, LIBBY GARVEY, Member – Aye and JOHN E.

Related to Aleris Acquisition Closing Date

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

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Loan Closing Date means the date upon which the Loan is made to the Company.

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

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

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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.

  • 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.

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

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

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

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • 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.

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

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

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

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

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

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

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