Closing Date Payments definition

Closing Date Payments means the payment at the Closing in full, in cash, of the Preliminary Purchase Price and any costs, fees and expenses required to be paid by Buyer in connection with the transactions contemplated by this Agreement and the Financing.

Closing Date Payments means (i) the payment in full, in cash, of the aggregate Merger Consideration, RSU Consideration and Option Consideration required to be paid by Parent and Merger Sub in connection with the consummation of the Transaction, (ii) the payment of all costs, fees and expenses required to be paid by Parent and Merger Sub in connection with the Merger and the Debt Financing and (iii) the payment of any other amounts required to be paid by Parent and Merger Sub in connection with the consummation of the Transaction.

Closing Date Payments shall have the meaning set forth in Section 2.10(b).

Examples of Closing Date Payments in a sentence

• Neither Parent nor any of its affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Closing Date Payments or the Transactions, other than as set forth in the Commitment Letter.

• The aggregate proceeds of the Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), when funded, will be sufficient to consummate the transactions contemplated hereby, including the making of all Closing Date Payments on the Closing Date.

• The net proceeds of the Financing contemplated by the Commitment Letter, together with cash of Parent will, in the aggregate, provide funds to Parent sufficient to consummate the Transactions, including the making of all Closing Date Payments on the Closing Date.

• Neither Buyer nor any of its Affiliates has entered into any agreement, side letter or other arrangement (other than customary engagement letters and fee letters) relating to the financing of the Closing Date Payments or the transactions contemplated by this Agreement, other than as set forth in the Commitment Letters.

• Neither Industrea nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the financing of the Closing Date Payments or transactions contemplated by this Agreement, other than as set forth in the Debt Commitment Letters and the fee letters related thereto.

More Definitions of Closing Date Payments

Closing Date Payments means, collectively, the payments made by Loan Parties on the Closing Date in respect of (i) costs, fees and expenses payable on the Closing Date with respect to the Closing Date Merger Agreement, (ii) the Refinancing, including, repayment in full, in cash of the Pre-Closing Date Subordinated Debt outstanding on the Closing Date and (iii) the full or partial redemption of the Equity Interests of Borrowing Agent held by Prudential and Main Street (or one or more of their respective Affiliates).

Closing Date Payments means the payment at the Closing in full, in cash, of the Cash Consideration and any costs, fees and expenses required to be paid by Buyer in connection with the transactions contemplated by this Agreement, any other Transaction Document or the Financing.

Closing Date Payments means the payment in full, in cash, of the Cash Consideration and the payment of all costs, fees and expenses in connection with the Transactions.

Closing Date Payments means the payment in full, in cash, of the aggregate Expenses of the Parties other than Consent Expenses, Financial Advisor Expenses and the expenses set forth on Section 6.1(f) of the JBG Disclosure Letter and the Vornado Disclosure Letter below the cap described therein.

Closing Date Payments means (i) the payment in full, in cash, of the Consideration (subject to any Tax Deductions), (ii) the repayment in full of all Existing Target Debt pursuant to its terms, (iii) the redemption of the Loan Notes in accordance with clause 6.3(C), (iv) payment of the transaction bonuses referred to in paragraph (a) of the definition of “Transaction Bonuses” above (in accordance with clause 11.3(A)) and (v) the payment of the fees and expenses described in clause 11.3(C).

Closing Date Payments means (a) the payment in full, in cash, of the aggregate amount of Per Share Merger Consideration required to be paid by Parent and Merger Sub in connection with the consummation of the Merger and the terms of this Agreement, (b) the payment of all costs, fees and expenses required to be paid by Parent and Merger Sub in connection with the Merger and any Financing, and any refinancing, repurchase or repayment of amounts with respect to the Credit Facility, the Convertible Notes or any other outstanding indebtedness of the Company or its Subsidiaries contemplated by this Agreement or the Debt Agreement and (c) the payment of any other amounts required to be paid by Parent and Merger Sub (or the Surviving Corporation) on or promptly after the Closing Date in connection with the consummation of the transactions contemplated hereby and the terms of this Agreement (including Article III).

Closing Date Payments has the meaning specified in Section 2.7.3(c).