Company Closing Debt definition

Company Closing Debt means, as of the Closing Date, the Company’s Debt.
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Company Closing Debt means all Company Debt outstanding as of immediately prior to the Effective Time, and which shall not include the Converting Notes (so long as such Convertible Promissory Note is converted as contemplated by this Agreement) or the Company New Note.
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Company Closing Debt means all Company Debt as of immediately prior to the Effective Time.
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Examples of Company Closing Debt in a sentence

  • Acquirer shall cause such Company Closing Debt and such Company Merger Expenses to be discharged in full upon the Closing.

  • Except as set forth on Section 3.19 of the Disclosure Schedule, no Seller Entity or Acquired Company has any Debt or is liable for any Debt of any other Person (in each case, other than the Acquired Company Closing Debt) that is secured by the Acquired Assets or the assets of an Acquired Company.

  • The Reviewing Accountant’s calculation of the Company Closing Debt, 15 Company Net Working Capital Surplus (if any) and Company Net Working Capital Shortfall (if any) shall be, with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Parent or the Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Representative, as the case may be.

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  • Any such Payoff Letters shall include: (i) if applicable, a statement that upon the payment in full satisfaction of the applicable Company Closing Debt, any Liens or other security interests securing such Company Closing Debt shall promptly be released; (ii) if applicable, attached draft UCC-3 termination statements; and (iii) wiring or payment instructions.

  • The Reviewing Accountant’s calculation of the Company Closing Cash, Company Closing Debt and Company Closing Net Working Capital shall be shall be considered for all purposes of this Agreement as being the Final Closing Cash, Final Closing Debt and Final Net Working Capital.

  • The Company shall deliver, prior to the Closing Date, an executed payoff letter incustomary form or final invoice, as applicable, from each lender, noteholder or other counterparty to whom Company Closing Debt is owing.

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  • After review of such calculation, the Reviewing Accountant shall promptly determine the Company Net Working Capital, Company Closing Debt, Company Closing Cash, Closing Merger Consideration and Company Merger Expenses (and the parties shall instruct the Reviewing Accountant to make such determination within 30 days following submission) and such determination shall be final and binding on the parties.

  • The Estimated Company Closing Balance Sheet and the Estimated Company Closing Statement will be prepared in accordance with the Company Accounting Principles and the definitions of Company Closing Cash Amount, Company Closing Debt Amount, Company Net Working Capital, the Final Reference Amount, the Company Transaction Expenses, the Purchase Price and the Rollover Ratio herein.


More Definitions of Company Closing Debt

Company Closing Debt means, immediately prior to Closing, the Company’s and the Company Subsidiaries’ Debt. For clarity, Company Closing Debt will exclude any Debt incurred by the Company and Company Subsidiaries as a result of the Debt Financing.
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Company Closing Debt means the aggregate amount of all Company Debt that has not been repaid by the Company prior to the Closing.
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Company Closing Debt means all indebtedness for borrowed money outstanding as of the closing date of an Epix Sale or directly or indirectly assumed, refinanced, extinguished or consolidated in an Epix Sale.
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Company Closing Debt means the Indebtedness of the Company and its subsidiaries outstanding at the Effective Time pursuant to that certain Credit Agreement, dated as of May 4, 2011, by and among HDI, the Credit Parties (as defined in the Credit Agreement), General Electric Capital Corporation, a Delaware corporation, GE Capital Financial Inc., a Utah industrial bank, and the other lenders party thereto, and related documents, each as may be amended from time to time (after giving effect to any repayment of such Indebtedness at or prior to the Effective Time).
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Company Closing Debt means all outstanding Indebtedness incurred or assumed by the Company and its Subsidiaries as of immediately prior to the Closing.
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Related to Company Closing Debt

  • 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.

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

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

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

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • 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.

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

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

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • 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.

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

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

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

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

  • Final Closing means the last closing under the Private Placement;

  • Surviving Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before and after giving effect to the Initial Extension of Credit.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

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

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