Closing Date Shareholders definition

Closing Date Shareholders means each non-employee shareholder of the Company as of the Closing Date (immediately after giving effect to the Closing).
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Closing Date Shareholders means those Persons certified to Agent by Guarantor on the Closing Date as being the record owners of all issued and outstanding shares of stock of Guarantor.
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Closing Date Shareholders shall have the meaning ascribed to such term in Section 10.9(i).
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Examples of Closing Date Shareholders in a sentence

  • Prior to such Payment, Parent shall provide MTI (or such other persons as MTI designates to represent the interests of the Parent Closing Date Shareholders) (the "SHAREHOLDER REPRESENTATIVE") the calculation of the proposed Payment as calculated under the preceding sentence.

  • On the Escrow Release Date, an amount equal to the Escrow Funds, less the amount of any Escrow Liabilities remaining outstanding on that date ("NET DISTRIBUTABLE AMOUNT"), which amount shall be approved by a committee of directors of Parent who were not directors or officers of Parent immediately prior to the Effective Time (the "SPECIAL COMMITTEE"), shall be distributed as a Payment to the Payment Agent for the benefit of the Parent Closing Date Shareholders.

  • Until the Closing Date, Shareholders will have reasonable access to Acquirer's management and officers and material information regarding Acquirer, including without limitation, material information relating to Acquirer's business and financial condition.

  • The Accounting Expert's resolution of the matters in dispute, including any adjustments to the Net Distributable Amount made by the Accounting Expert, shall be final and binding on Parent, the Shareholder Representative and the Parent Closing Date Shareholders and the Net Distributable Amount (as adjusted by such Accounting Expert) shall be distributed to the Payment Agent for the benefit of the Parent Closing Date Shareholders.

  • Parent Closing Date Shareholders shall be deemed to be intended third party beneficiaries of this Section 1.

  • No later than the day preceding the Closing Date Shareholders shall (i) cause the Companies to distribute to the appropriate Shareholders the Excluded Assets and (ii) have contributed or sold, or caused the appropriate entities to have contributed or sold, the Related Land to such of the Companies as Buyer shall designate pursuant to documentation (including general warranty deeds) in form and substance satisfactory to Buyer.

  • To this end, Defence and the Ministry of Economic Affairs and Climate Policy will specikcally focus on using their instruments, such as the top-sector policy and the industrial participation policy (see Chapters 4.1.4 and 4.1.5), to involve SMEs and start-ups in technologically sophisticated activities.

  • If the Shareholder Representative and the Special Committee reach such an agreement, such agreement shall be confirmed in writing and thereafter the Net Distributable Amount, as adjusted based on such agreement, shall be distributed to the Payment Agent for the benefit of the Parent Closing Date Shareholders, which payment shall thereafter be conclusively deemed to have been distributed in accordance with this Agreement.

  • Between the date of this Agreement and the Closing Date, Shareholders will use commercially reasonable efforts to cause the conditions specified in Article 10 to be satisfied.

  • For purposes of determining the Closing Cash Payment payable by Buyer at the Closing, prior to the Closing Date, Shareholders shall, in consultation with Company and based on the Company's financial statements, prepare and deliver to Buyer the Estimated Closing Statement, which shall include an estimated calculation of the Closing Adjustment as of the Effective Time (the "Estimated Closing Adjustment").

Related to Closing Date Shareholders

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

  • 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.

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

  • 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.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

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

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

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

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

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

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

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

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

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

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

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

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

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

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

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

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

  • Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.

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

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

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