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 means the capitalization of the Issuer on the Closing Date, as set forth on Schedule 3 attached hereto.
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Closing Date Capitalization has the meaning set forth in Section 4.2(a).
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Examples of Closing Date Capitalization in a sentence

  • 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.

  • 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.

  • 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 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 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.

  • 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 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.

  • 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.

  • Parent and the Exchange Agent shall be entitled to rely, and shall have no liability to any Equity Holder or any other Person for relying on or paying any consideration under this Agreement (including with respect to the Merger Consideration) in accordance with such Closing Date Capitalization Statement.

  • Parent and the Exchange Agent shall be entitled to rely, and shall have no liability to any Equity Holder or any other Person for relying on, paying cash or issuing any equity under this Agreement (including with respect to the Merger Consideration) in accordance with such Closing Date Capitalization Statement.


More Definitions of Closing Date Capitalization

Closing Date Capitalization shall be as defined in Section 3.3(a).
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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). |US-DOCS\101663612.13131839430.6||
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Related to Closing Date Capitalization

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Net Working Capital has the meaning set forth in Section 2.7(a).

  • Closing Date Balance Sheet is defined in Section 3.1.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Closing Date Term Loan Commitment means, as to each Lender, its obligation to make its Closing Date Term Loans to the Borrower pursuant to Section 2.01(b). The aggregate principal amount of the Closing Date Term Loan Commitments of all Lenders effect on the Closing Date is FOUR HUNDRED MILLION DOLLARS ($400,000,000.00).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • 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.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

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

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Final Closing Working Capital has the meaning set forth in Section 2.4(e).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).