Contemplated Closing Date definition

Contemplated Closing Date means the date on which Black Knight expects to consummate the Transaction. In the event that the Transaction is not consummated within ten (10) Business Days of the Contemplated Closing Date, Black Knight will return the full amount of the FPS Purchase Price, together with the interest accrued thereon (net of any applicable withholding taxes), at the earliest reasonably practicable time (and, in any event, within ten (10) Business Days after the Contemplated Closing Date).
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Contemplated Closing Date means the date on which the Sponsor expects to consummate the Transaction and on which the Sponsor funds, or causes to be funded, to the Funding Account its commitment to purchase a Shareholder Interest in order to fund its portion of the Merger Consideration. Xxxxx will notify the Investor of the Contemplated Closing Date at least ten (10) Business Days prior thereto. In the event that the Transaction is not consummated within ten (10) Business Days of the Contemplated Closing Date, or to the extent that Gores does not use the Commitment to fund the Investor’s proportionate share of the Merger Consideration and related expenses in accordance with this letter agreement, Xxxxx will return the unused portion of the Investor’s funded Commitment, together with the interest accrued thereon (net of any applicable withholding taxes), at the earliest reasonably practicable time, which time shall be no later than the date on which the Sponsor’s funded commitment is returned (and, in any event, within ten (10) Business Days after the date of the Contemplated Closing Date), provided that the closing of the Transaction has not occurred prior to such time.
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Contemplated Closing Date means the date on which the Sponsor funds, or causes to be funded, to the Funding Account its Commitment (or reduced Commitment in accordance with Section 2 hereof) to purchase Equity Interests; provided that for the avoidance of doubt, the undersigned shall be required to fund the Commitment no later than the time at which the Sponsor funds its portion of the Merger Consideration to the Funding Account. To the extent any portion of the undersigned’s cash funded into the Funding Account (the “Funded Amount”) will not be used to fund the Merger Consideration and related fees and expenses in accordance with Section 2, such unused portion of the Funded Amount shall be returned to the undersigned and the Sponsor’s pro rata portion of the aggregate amount in the Funding Account shall be returned to the Sponsor at the earliest reasonably practicable time and in any event within ten (10) business days after the date of the Contemplated Closing Date, in the event that the Closing has not occurred prior to such time. The undersigned’s obligation to fund the Commitment may not be Transferred (as defined below) without the prior written consent of the Sponsor, except that the undersigned may assign all or a portion of its obligations to fund the Commitment to any of its affiliated or designated funds, successor trusts/trustees and fiduciaries, or investment entities which the undersigned controls, is controlled by or is under common control with the undersigned or advised by a common investment adviser; provided, however, that any such assignment shall not relieve the undersigned of its obligations under this Letter Agreement. For the avoidance of doubt, it is the intent of the parties that the undersigned shall not be permitted to directly or indirectly assign or otherwise Transfer the Commitment (or any benefits or obligations thereof) to any other direct or indirect securityholder of SuperHoldco, Parent or the Company.
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Examples of Contemplated Closing Date in a sentence

  • In the event of a Change of Control, as defined below, the Company shall provide notice thereof to the holder of this Warrant at least ten (10) days prior to the contemplated closing date or occurrence of such Change of Control (the "Contemplated Closing Date").

  • Should the Purchaser decline or fail to exercise this Warrant before 5:00 p.m. New York, New York time on the Contemplated Closing Date, then this Warrant shall immediately prior to the closing of the Change of Control be deemed to have been exercised by cashless exercise, as provided for in Section 1 hereof, without any further action on the part of the Purchaser, and all rights and options hereunder shall expire and shall be wholly null and void.

  • In the case of a cashless exercise pursuant to this Section, from and after the Contemplated Closing Date, the Purchaser shall be deemed the holder of record of the securities issuable upon exercise of this Warrant, and this Warrant shall represent only the right to receive, upon return of the Warrant to the Company for cancellation, a certificate representing the securities issuable to the Purchaser upon exercise of this Warrant.

  • On the Contemplated Closing Date, Holdco will become a Shareholder (as defined in the Parent Operating Agreement) of Parent by entering into the Parent Operating Agreement.

  • In the event that the Transaction is not consummated within ten (10) Business Days of the Contemplated Closing Date, Black Knight will return the full amount of the FPS Purchase Price, together with the interest accrued thereon (net of any applicable withholding taxes), at the earliest reasonably practicable time (and, in any event, within ten (10) Business Days after the Contemplated Closing Date).

  • On the Contemplated Closing Date, the Investor will become a Member of Holdco by simultaneously entering into the Subscription Agreement and the Holdco Operating Agreement.

  • Black Knight will provide the Purchaser with at least ten (10) Business Days prior written notice of the Contemplated Closing Date and will provide written notice to the Purchaser no later than five (5) Business Days prior to the Contemplated Closing Date (the “Funding Notice”) setting forth the wire instructions for purposes of funding the FPS Purchase Price to the Funding Account.

  • Subject to the satisfaction of the conditions set forth herein, the Investor shall be obligated to fund the Commitment on the Contemplated Closing Date (as defined below).

  • Black Knight will provide each Purchaser with at least ten (10) Business Days prior written notice of the Contemplated Closing Date and will provide written notice to each Purchaser no later than five (5) Business Days prior to the Contemplated Closing Date (the “Funding Notice”) setting forth the wire instructions for purposes of funding its Commitment Percentage of the FPS Purchase Price to the Funding Account.

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More Definitions of Contemplated Closing Date

Contemplated Closing Date has the meaning set forth in Section 4.6(b) of this Agreement.
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Related to Contemplated Closing Date

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

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • 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.

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

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

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

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

  • 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.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

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

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

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

  • IPO Closing Date means the closing date of the IPO.

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

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • Closing Date means the date on which the Closing occurs.

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

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

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

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

  • Closing has the meaning set forth in Section 2.2.

  • 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).