Closing Date Transaction definition

Closing Date Transaction means the “Transaction” as defined in the Existing Credit Agreement.
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Closing Date Transaction means the Acquisition, the Closing Date Refinancing, the execution and delivery of the Loan Documents and the Borrowings made hereunder on the Closing Date and the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.
Sample 1

Examples of Closing Date Transaction in a sentence

  • As promptly as practicable but no later than sixty (60) days after the Closing Date, Purchasers shall prepare and deliver to Sellers a statement (the “Initial Post-Closing Adjustment Statement”) of (i) the Closing Working Capital, (ii) the Closing Cash Amount, (iii) the Closing Date Indebtedness, (iv) the Closing Date Transaction Fees; and (v) the Adjustment Amount, setting forth Purchasers’ calculation of the Adjustment Amount as of the Closing together with reasonable supporting calculations and detail.

  • The proceeds of the (a) Term Loans funded on the Closing Date and any Initial Revolving Borrowings shall be used on the Closing Date to (i) consummate the Acquisition and the other Closing Date Transactions, (ii) repay the Acquired Business Existing Debt and Indebtedness under the Existing Credit Agreement and (iii) pay the Closing Date Transaction Costs; and (b) Revolving Loans funded after the Closing Date shall be used for general corporate purposes and other purposes not prohibited hereunder.

  • The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • The proceeds of the Original Loan made on the Closing Date, together with the proceeds of (i) the issuance of certain unsecured notes, (ii) the funding of $400,000,000 under the ABL Credit Agreement on the Closing Date and (iii) the Equity Contribution, were used to finance the Debt Prepayment and pay the Merger Consideration and the Closing Date Transaction Expenses.

  • The Closing Date Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Closing Date Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent (such approval not to be unreasonably withheld) other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.

  • Parent shall not (and shall cause its Affiliates not to) take any Parent Closing Date Transaction (including, for the avoidance of doubt, any action to liquidate Blocker on the Closing Date after the Closing).

  • The Administrative Agent shall have received a certificate of incumbency certifying the names, titles and specimen signatures for the officers of each Closing Date Transaction Party that has executed or will execute a Closing Date Transaction Document or, with respect to any Note Balance Increase Date, any documents executed on such date).

  • Buyer shall (on behalf of, and as a loan to, the Company) pay by wire transfer of immediately available funds to the bank account or accounts which are specified by the Seller in writing at least two (2) Business Days prior to the Closing Date (with payment to be made on the Closing Date), an amount sufficient to pay in full the Estimated Closing Date Transaction Expenses to each Person who is owed a portion thereof.

  • To treat (and have the Company and each Subsidiary treat) any gains, income, deductions, losses, or other items realized by the Company or any of the Subsidiaries for income Tax purposes with respect to any Purchaser Closing Date Transaction as occurring on the day immediately following the Closing Date.

  • For purposes of this Section 6.3(e), the Seller and the Purchaser shall (and the Purchaser shall cause UAV and their Affiliates to) use the conventions provided in Section 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction.

Related to Closing Date Transaction

  • 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 Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

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

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Sale Transaction has the meaning set forth in Section 3(a).

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

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Affiliate Transactions has the meaning ascribed to it in Section 3.26.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

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

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • 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).

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

  • Permitted Affiliate Transactions means the following:

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

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

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

  • 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.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • 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.

  • 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.