Closing II definition

Closing II has the meaning given to it in Section 2.3(a);
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Closing II. Means the closing of the purchase and acquisition of 100% of the share capital of Towers Zweite by the Seller from Telefónica Germany, as defined in the German SPA.
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Closing II shall have the meaning ascribed to such term in Clause 2.5.
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Examples of Closing II in a sentence

  • Without limiting the generality of the foregoing provisions of this Section 5.6: (A) the Seller shall be solely responsible for (I) claims for the welfare benefits and for workers’ compensation, in each case, that are incurred by or with respect to any Business Employee other than the European Business Employee before the Closing, (II) claims relating to health continuation coverage required by Section 601 et seq.

  • In the event that a Successful Closing II does not occur on the Closing Date II, the Closing II shall be deemed to have failed (the “Failed Closing II”).

  • The Closing II shall be deemed completed, if each and all Closing Actions II have been completed on the Closing Date II prior to 5.00 p.m. CET (the “Successful Closing II”).

  • In the event that the Buyer has caused a Failed Closing I or a Failed Closing II (i) by failing to submit a notice pursuant to Clause 2.1 or Clause 2.5, or (ii) by failure to perform any of the Closing actions pursuant to Clauses 2.2.1, 2.2.4, 2.6.1 and/or 2.6.4, and the Seller has rescinded this Agreement or any part thereof, the termination and invalidity of the Call Option Agreement pursuant to this Clause 2.9 shall be not affected.

  • In the event of a Successful Closing I, the Closing II and the Closing Actions II shall take place on the Closing Date II commencing at 10 a.m. CET (the “Closing II”).

  • In the event of a Failed Closing II the provisions for the Failed Closing I (Clause 2.4) shall apply mutatis mutandis, but in no event later than 29 June 2007.

  • The Buyer shall notify the Seller of the date for the Closing II in respect of the Purchased Shares II (the “Closing Date II”), which shall be a Business Day (i) not earlier than the fifth Business Day after receipt of such notice by the Seller, and (ii) in no event later than 15 June 2007.


More Definitions of Closing II

Closing II or “Closing Date II” means September 10, 2004; “Closing III” or “Closing Date III” means October 10, 2004; “Closing IV” or “Closing Date IV” means November 10, 2004, or such other dates as mutually agreed to in writing by the Parties hereto;
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Related to Closing II

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

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

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

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • 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.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

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

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

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

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

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

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

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

  • 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.

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

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

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

  • Closing Statement has the meaning set forth in Section 2.5(a).

  • Closing has the meaning set forth in Section 2.2.

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