Alternative Closing Date definition
Examples of Alternative Closing Date in a sentence
However, if all of the conditions to the Closing as set forth in Article VIII have not been fulfilled by July 15, 2001 the parties by mutual agreement, in writing may select another place, time or date following July 15, 2001 for the Closing to occur (the "Alternative Closing Date").
With respect to a Change of Control Closing or an Alternative Closing, the representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Change of Control Closing Date or the Alternative Closing Date, as appropriate.
The procedures related to the preparation, review, dispute resolution, and finalization of the Alternative Closing Date Statutory Capital Statement and the Alternative Closing Date Statutory Capital Amount shall be the same as those applicable to the Closing Date Statutory Capital Statement and the Closing Date Statutory Capital Amount (the final statement reflecting such finalized alternative calculations, the “Final Alternative Statutory Capital Statement”).
If the Purchase Price, calculated pursuant to Section 2.2(d) but using the final Alternative Closing Date Statutory Capital Amount as reflected on the Final Alternative Statutory Capital Statement, would have reduced the Purchase Price calculated pursuant to Section 2.2(d) by more than $5,000,000, the amount of such reduction in excess of $5,000,000 shall constitute the “Section 382 Impact Amount”.
The Purchaser understands that if the Company does not become a Reporting Issuer by or before the Alternative Closing Date, its ownership of the Securities may be subject to up to a 12 month Restricted Period as defined in Rule 902(m) of Regulation S.
With respect to a Change of Control Closing or an Alternative Closing only, the representations and warranties made by Purchaser in Section 4 hereof shall be true and correct in all material respects as of the Change of Control Closing Date or the Alternative Closing Date, as appropriate.
If none of the Closing Date, the Alternative Closing Date or the Competition Trigger Date occurs on or before June 30, 20 l 7, this Agreement shall terminate and be of no further force or effect.
The Purchasers understand that if the Company does not become a Reporting Issuer by or before the Alternative Closing Date, its Share ownership may be subject to up to a 12 month Restricted Period as defined in Rule 902(m) of Regulation S.
If none of the Closing Date, the Alternative Closing Date or the Competition Trigger Date occurs on or before June 30, 2017, this Agreement shall terminate and be of no further force or effect.
The closing date in such event will be mutually agreed upon by the parties (the "Alternative Closing Date") (the Primary and Alternative Closing Dates are collectively referred to herein as the "Closing Date").