Company Closing Obligations definition

Company Closing Obligations shall have the meaning as used in Section 4.2(j) hereof.
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Examples of Company Closing Obligations in a sentence

  • At Closing all cash and cash equivalents including, without limitation, the proceeds of the Purchase Price remaining after the payment of the Company Closing Obligations, shall be transferred to the Operating Subsidiary.

  • Prior to or at the Closing, Company shall pay in full each of the Company Closing Obligations, as well as any additional liabilities or obligations incurred by the Company since the date of this Agreement, including any and all liabilities or obligations incurred by the Company in connection with the transactions contemplated by this Agreement.

  • Prior to or at the Closing, the Seller shall pay, or shall cause the Company to pay, in full each of the Company Closing Obligations, as well as any additional liabilities or obligations incurred by the Company since the date of this Agreement, including any and all liabilities or obligations incurred by the Company in connection with the transactions contemplated by this Agreement.

  • Any registration statement to be filed with respect to the Shares, including any costs associated therewith, shall be the responsibility of the Company after the Closing and all costs and expenses incurred in connection with the registration of the Shares shall not be deducted or paid from the portion of the Purchase Price paid to the Escrow Agent for the disbursement and payment of Company Closing Obligations as described in Section 1.3 of this Agreement.

  • On the Closing Date, the Company shall disburse the Purchase Price to pay any Company Closing Obligations not previously paid by the Company, with the proceeds of the Purchase Price remaining after the payment of the Closing Obligations being transferred to the Operating Subsidiary.

  • At Closing, the Purchase Price shall be deposited in the Escrow Account (as defined herein) and disbursed to pay the Company Closing Obligations as set forth in Section 5.1 hereof.

  • Prior to or at the Closing, KI shall pay, or shall cause the Company to pay, in full each of the Company Closing Obligations, as well as any additional liabilities or obligations incurred by the Company since the date of this Agreement, including any and all liabilities or obligations incurred by the Company in connection with the transactions contemplated by this Agreement; provided, however, that the Assumed Obligations shall be paid by the Purchaser at the Closing pursuant to Section 2.3 hereof.

  • The Sellers agree that Total Holdback including the Board Change Holdback and the Company Closing Obligations at the total amount of $115,000.00 shall be withheld from the Purchase Price at the Closing.

  • Clinical implementation of magnetic resonance imaging guided adaptive radiotherapy for localized prostate cancer.

  • At Closing and subject to the terms of the Escrow Agreement, the Company shall be responsible for paying and shall pay, out of the portion of the Purchase Price paid to the Escrow Agent for the disbursement and payment of the Company Closing Obligations, a consulting fee of $60,000 payable to V3 Consulting, Inc.

Related to Company Closing Obligations

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

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

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

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

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

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

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

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

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

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

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

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

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

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

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

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • 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.

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