ATA Closing definition

ATA Closing shall have the meaning specified in Section 2.5.
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Examples of ATA Closing in a sentence

  • The Company will provide or cause Parent to provide the two individuals employed by the Company prior to the ATA Closing to perform transition services for Newco consisting of (i) two (2) Business Days per month per person through the first two (2) full calendar months after the ATA Closing and (ii) eight (8) hours per month per person for each of the third and fourth full calendar months after the ATA Closing.

  • Following the ATA Closing, Harpoon shall have the first right, but not the obligation, to Prosecute the Patents within the Harpoon Intellectual Property, and Maverick shall have the sole and exclusive right, but not the obligation, to Prosecute the Transferred Patents.

  • On and after the ATA Closing Date, Newco shall from time to time, at the reasonable request of the Company, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further notices and assumptions and such other instruments, and take such other actions, as the Company may reasonably request in order to more effectively consummate the transactions contemplated hereby and to transfer fully to Newco the Assumed Liabilities.

  • All costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement shall be paid by the Party incurring such costs and expenses, whether or not the ATA Closing shall have occurred.

  • Newco acknowledges that it will be responsible for obtaining and maintaining the federal and state permits and licenses required in order for Newco to use or exploit the Transferred Assets after the ATA Closing, and, except for any obligation expressly set forth in this Agreement, that the Company will not have duties or obligations to Newco with respect to any such permits and licenses.

  • In the case of all other Taxes, the Taxes shall be apportioned between Newco and Company based on an interim closing of the books at the end of the Closing Date, except that exemptions, allowances, or deductions that are calculated on an annual basis, other than with respect to property placed into service after the ATA Closing, shall be allocated on a per diem basis.

  • Promptly following the ATA Closing, Newco shall submit in writing to each counterparty to the Transferred Contracts listed in Exhibit 1.75 a request for such counterparty to: (i) recognize Newco as the successor in interest of the Company to such Transferred Contract; and (ii) enter into a novation agreement.

  • Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, the Company shall convey, assign, transfer and deliver such Non-Assignable Asset to Newco at no additional cost to Newco but subject to the foregoing sentence.

  • Maverick acknowledges that it will be responsible for obtaining and maintaining the federal and state permits and licenses required in order for Maverick to use or exploit the Transferred Assets after the ATA Closing, and, except for any obligation expressly set forth in this Agreement or any other Transaction Document, that Harpoon will not have duties or obligations to Maverick with respect to any such permits and licenses.

  • Maverick shall promptly refer all inquiries relating to the Retained Assets and the Retained Liabilities to Harpoon from and after the ATA Closing, and Harpoon shall promptly refer all inquiries relating to the Transferred Assets and Assumed Liabilities to Maverick from and after the ATA Closing.

Related to ATA Closing

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Closing has the meaning set forth in Section 2.2.

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

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Closing has the meaning set forth in Section 2.2.

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

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Closings means the one or more closings of the purchase and sale of the Securities pursuant to Section 2.2.

  • 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.

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

  • 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.

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

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

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

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

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