Closing Debt definition

Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

Closing Debt means Debt of the Group Companies calculated as of the Closing Date.

Closing Debt means the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any prepayment premiums, breakage costs and other related fees or liabilities payable on the Closing Date as a result of the prepayment thereof or the consummation of the transactions contemplated by the Business Combination Agreement) arising under, any obligations of Allego Holding or any of its subsidiaries consisting of (i) indebtedness for borrowed money or indebtedness issued in substitution or exchange for borrowed money, or (ii) indebtedness evidenced by any note, bond, debenture or other debt security, in each case, calculated in accordance with Section 2.03 of the Business Combination Agreement. Notwithstanding the foregoing, “Closing Debt” shall not include any (w) obligations under operating leases or capitalized leases, (x) undrawn letters of credit, (y) obligations under any interest rate, currency or other hedging agreements (other than breakage costs payable upon termination thereof on the Closing Date) or (z) expenses incurred in connection with the Business Combination Agreement, including the E8 Payment Amount.

Examples of Closing Debt in a sentence

• Subject to and upon the terms and conditions of this Agreement, Pubco shall issue and deliver to the shareholders of the Company an aggregate number of shares of Pubco Common Stock (the “Share Consideration”) with an aggregate value equal to (i) One Hundred Million U.S. Dollars ($100,000,000) plus the Closing Cash, minus (ii) the Net Working Capital and minus (iii) the Closing Debt, with each share of Pubco Common Stock valued at $10.00.

• The Accounting Firm’s role shall be limited to resolving the Disputed Items and the Accounting Firm shall strictly apply the provisions of this Agreement regarding the determination of the Purchase Price in achieving such resolution (including the determination of Closing Cash, Closing Debt, Unpaid Sellers’ Transaction Expenses, Closing Working Capital, and the Closing Working Capital Adjustment).

More Definitions of Closing Debt

Closing Debt means, as of the Calculation Time, the Debt of the Company, calculated in accordance with the Agreed Principles.

Closing Debt has the meaning set forth in Section 2.11(a).

Closing Debt means the amount of Debt outstanding at Closing, including the costs of defeasance and redemption.

Closing Debt means the aggregate amount of all Debt of the Company as of 12:01 a.m. Pacific Time on the Closing Date.

Closing Debt means the total amount of the Debt of the Company determined as of the close of business on the Closing Date. “Code” means the Internal Revenue Code of 1986, as amended.

Closing Debt means Debt as of the Measurement Time.

Closing Debt means any Debt of the Company that is not repaid in full prior to the Closing.