Cash Closing Date definition

Cash Closing Date shall have the meaning set forth in Section 2.2(a) hereof.
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Examples of Cash Closing Date in a sentence

  • The Closing Statement shall be prepared in a manner consistent with the definitions of the terms Working Capital, Closing Cash, Closing Date Indebtedness, Transaction Expenses and the Accounting Rules and practices referred to therein (including as reflected on Exhibit B).

  • Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to the Stockholders’ Representative a statement (the “Merger Consideration Adjustment Statement”), setting forth its good faith calculation of Closing Working Capital, Closing Date Cash, Closing Date Indebtedness and unpaid Transaction Expenses.

  • The Pre-Closing Statement shall be prepared in a manner consistent with the definitions of the terms Working Capital, Closing Cash, Closing Date Indebtedness, Transaction Expenses and the Accounting Rules and practices referred to therein (including as reflected on Exhibit B).

  • Any Objection Dispute may only reference objections based on mathematical errors or based on amounts of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness or Conveyed Entity Transaction Expenses not being calculated on a basis consistent with the methods, policies, practices, procedures, assumptions conventions and adjustments set forth on Annex B.

  • The date on which the Second Put Cash Closing shall occur is hereinafter referred to as the "Second Put Cash Closing Date".

  • For the avoidance of doubt, the parties hereto agree that Closing Date Net Working Capital, Cash, Closing Date Debt and Company Transaction Expenses shall each be calculated in accordance with their respective definitions.

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  • The preparation of the Closing Statement shall be for the sole purpose of determining differences in Closing Working Capital from Estimated Net Working Capital, and for determining Cash, Closing Date Indebtedness Amount and the CapEx Adjustment Amount as of the Closing.

  • The Company Equity Securities are, and at all times up to and including the Cash Closing Date, the Share Closing Date and/or the Cash Payment Option Closing Date, as applicable, the Company Equity Securities will be, Beneficially Owned by the Seller, free and clear of any rights of first refusal, co–sale rights, security interests, liens, pledges, claims, options, charges, proxies, voting trusts or agreements, understandings or arrangement, or any other encumbrances of any kind or nature (“Encumbrances”).

  • The scope of the disputes to be resolved by the Accounting Referee shall be limited to resolving the Referred Disputed Items, and, in connection therewith, fixing mathematical errors and determining whether the Referred Disputed Items were determined in accordance with this Agreement (including the definition of the terms Working Capital, Closing Cash, Closing Date Indebtedness, Transaction Expenses, and the Accounting Rules) and the Accounting Referee is not to make any other determination.

Related to Cash Closing Date

  • 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.

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

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

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

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

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

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

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

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

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

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

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

  • 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.

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

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

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

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

  • 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.

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

  • 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.

  • Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

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