BCA Closing definition

BCA Closing has the meaning given to the term “Closing” in the Business Combination Agreement;
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BCA Closing means the closing of the transactions contemplated by the BCA.
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BCA Closing means the completion of the transactions contemplated by the Business Combination Agreement as a result of which the Buyer shall become a wholly owned subsidiary of PubCo. Business Combination Agreement has the meaning ascribed to such term in recital (D).
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Examples of BCA Closing in a sentence

  • The Company and Priveterra acknowledge and agree that the Settlement Shares issued at the Settlement of the Notes shall be considered “Registrable Securities” under the Amended and Restated Registration Rights Agreement to be entered into by the Company, Priveterra and the “Holders” as defined therein upon the BCA Closing.

  • Subscriber agrees that it will take all steps necessary to become a party to the Amended and Restated Registration Rights Agreement at the BCA Closing.

  • Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company after the BCA Closing.

  • Any Note Closing pursuant to a Pre-Funding Election pursuant to Section 2(b) is referred to as a “Pre-Funded Note Closing” and a Note Closing occurring automatically on the BCA Closing Date pursuant to Section 2(c) is referred to as an “Automatic Note Closing”.

  • The issuance of Notes contemplated hereby (each, a “Note Closing”) shall occur on such date or dates as determined by Subscriber as described in Section 2(b) or on the BCA Closing Date in accordance with Section 2(c) (each such date, a “Note Closing Date”).

  • In the event that Subscriber does not deliver a Pre-Funding Notice prior to the Pre-Funding Cutoff Date, the purchase of the Notes will occur automatically, immediately prior to the Settlement (which Settlement shall occur immediately prior to the BCA Closing), in accordance with Section 2(c).

  • Notwithstanding the foregoing, the parties hereto agree that certain payments in respect of intercompany payables arising in connection with the AMP Transfer will be made following the BCA Closing Date or, if applicable, at such other times contemplated by the Steps Plan.

  • Pxxxxxxxxx agrees that, immediately prior to the BCA Closing, pursuant to the terms of the Notes, it shall issue to the Subscriber, a number of Settlement Shares, equal to the (i) sum of (A) aggregate principal amount of all Subscribed Notes plus (B) in the case of any Subscribed Notes purchased pursuant to a Pre-Funding Election, all accrued and unpaid interest thereon, pursuant to the terms of the Subscribed Notes, divided by (B) $7.00 (the “Settlement”).

  • Unless BCA Closing occurs simultaneously with the Closing, the Purchaser shall have sufficient cash to pay the Transfer Price at the Closing.

  • Xxxxxx, Xxxxx Xxxxxxx E-mail: xxxxxxx.xxxxxx@xxxx.xxx; xxxxx.xxxxxxx@xxxx.xxx or (2) if following BCA Closing to: Xxxxx Xxxx & Xxxxxxxx LLP 0000 Xx Xxxxxx Xxxx Xxx.

Related to BCA Closing

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

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

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

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

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

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

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

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

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

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

  • Closing has the meaning set forth in Section 2.2.

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

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

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

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

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

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

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

  • Loan Closing means the date on which an executed Loan Agreement between the Trust and a Borrower is delivered pursuant to this Bond Resolution.

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

  • 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.

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

  • 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.

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

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

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