Closing Date Capitalization definition

Closing Date Capitalization means the sum of (1) the aggregate gross proceeds of the Initial Term Loans, Revolving Credit Loans and Second Lien Term Loans borrowed on the Closing Date (excluding the gross proceeds of any loans incurred on the Closing Date to (x) fund working capital needs or pay Transaction Expenses, (y) replace, backstop or cash collateralize letters of credit existing prior to the Closing Date, and excluding any outstanding Letters of Credit (to the extent undrawn) or (z) fund any OID or upfront fees required to be funded on the Closing Date due to the exercise of “market flex”) and (2) the Equity Investment (including any Rollover Equity).

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Closing Date Capitalization has the meaning set forth in Section 4.2(a).

Examples of Closing Date Capitalization in a sentence

The Company shall consider in good faith Parent’s comments to the Draft Closing Date Capitalization Statement, which comments Parent shall deliver to the Company no fewer than two (2) Business Days prior to the Closing Date, and revise the Draft Closing Date Capitalization Statement to incorporate any changes the Company, acting in good faith, determines are appropriate.
In connection with preparation and delivery of the Draft Closing Date Capitalization Statement, the Company shall provide reasonable supporting detail to evidence the Company’s calculations, explanations and assumptions and any documentation or information as is reasonably requested by Parent.
In connection with preparation and delivery of the Closing Date Capitalization Statement, the Company shall provide all reasonable supporting detail to evidence the Company’s calculations, explanations and assumptions and any additional documentation or information as may reasonably be requested by Acquiror.
The Company shall consider in good faith Acquiror’s comments to the Closing Date Capitalization Statement, which comments Acquiror shall deliver to the Company no fewer than two (2) Business Days prior to the Closing Date, and revise the Closing Date Capitalization Statement to incorporate any changes the Company, acting in good faith, determines are appropriate.
From and after the delivery of the Closing Date Capitalization Statement through the Closing, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.
The Company shall deliver to the Paying Agent and Acquiror the Closing Date Capitalization Statement as finalized pursuant to this Section 4.02(a) at least one Business Day prior to the Closing Date.
Acquiror and the Paying Agent shall be entitled to rely absolutely, and shall have no liability to any Company Stockholder or any other Person for relying on or paying the Closing Merger Consideration in accordance with, such Closing Date Capitalization Statement.
The amounts set forth on the Closing Date Capitalization Statement when delivered to Parent will comply with the terms of the Company’s Governing Documents, each of the Stockholder Agreements and this Agreement.
From and after the delivery of the Closing Date Capitalization Statement, there shall be no transfers on the stock transfer books of the Company of shares of Company Capital Stock.
If the Closing Date Capitalization, as finally determined pursuant to this Section 3.3, is less than the Target Capitalization, then EECI will pay to MLP, within two (2) Business Days, by wire transfer of immediately available funds, the amount of such shortfall plus interest from the Closing Date on such shortfall at the Agreed Rate.

More Definitions of Closing Date Capitalization

Closing Date Capitalization means the capitalization of the Issuer on the Closing Date, as set forth on Schedule 3 attached hereto.

Closing Date Capitalization shall be as defined in Section 3.3(a).