Domestic Closing definition

Domestic Closing means (i) either the conditions precedent stipulated in Section 6.1 and Section 6.3 are met or the conditions not met have been exempted by the Transferee or the Transferors, and (ii) the Transferors have appropriately transferred all Domestic Target Shares to the Transferee and the Transferee have paid the Domestic Consideration in full to the Transferors according to the terms and conditions provided in this Agreement.
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Domestic Closing has the meaning set forth in Section 2.1.
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Domestic Closing as defined in Section 2.1.
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Examples of Domestic Closing in a sentence

  • The conditions to the obligations of the Asset Sellers and Share Sellers to consummate the transactions contemplated by the Foreign Acquisition Agreements involving Foreign Assets shall have been fulfilled (or waived by such Sellers) and the respective Asset Sellers, Share Seller and the respective Buyers shall have, concurrently with the Domestic Closing, consummated the transactions contemplated by such Foreign Acquisition Agreements.

  • Accordingly, each of the parties hereto will take such action as may be necessary to ensure that no Closing under any Foreign Acquisition Agreement occurs prior to the Domestic Closing.

  • At the Domestic Closing, Acquiror shall, or shall cause another Buyer to, assume the Assumed Liabilities relating to the Domestic Operation by executing and delivering to Weatherford an assumption agreement in a form to be mutually agreed by the parties prior to the Domestic Closing (the “ Assumption Agreement”).

  • Within 60 days following the Domestic Closing, Weatherford shall cause all of the Master Data (as such term is defined in the Transition Services Agreement) to be delivered to Acquiror or its Affiliates; provided Acquiror provides to Weatherford the information needed for Weatherford to be able to provide such Master Data to Acquiror or its Affiliates.

  • It is the intention of the parties to this Agreement, notwithstanding the provisions of any Foreign Acquisition Agreement, that no purchase and sale contemplated by any Foreign Acquisition Agreement shall be consummated earlier than simultaneously with the Domestic Closing.

  • After the Domestic Closing, Weatherford shall repay to Acquiror that portion of the Purchase Price allocated under this Agreement to the Foreign Assets for which a Foreign Closing did not occur on the Closing Date.

  • At the Domestic Closing, Weatherford will cause the relevant Asset Sellers to transfer to Acquiror or its designated Buyer, and Acquiror or its designated Buyers will acquire from such Asset Sellers, all of the Domestic Assets pursuant to this Agreement.

  • Notwithstanding the foregoing or the timing of the Foreign Closings, the full Closing Purchase Price shall be paid by Acquiror or one or more Buyers to Weatherford or an Asset Seller as of the date of Domestic Closing, subject to the requirements of Section 1.4(b) as it relates to Foreign Closings occurring after such date.

  • The conditions to the obligations of the Buyers to consummate the transactions contemplated by the Foreign Acquisition Agreements involving Foreign Assets shall have been fulfilled (or waived by Acquiror) and the respective Asset Sellers, Share Seller and the respective Buyers shall have, concurrently with the Domestic Closing, consummated the transactions contemplated by such Foreign Acquisition Agreements.

  • If, prior to the one year anniversary of the date of the Domestic Closing, the Acquiror or any of its Affiliates collects any Reserved Accounts Receivable that were not added back to the Closing Working Capital Balance in accordance with the immediately preceding sentence, then the Acquiror or its Affiliates will promptly remit all such amounts to Weatherford.

Related to Domestic Closing

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

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

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

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • 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.

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

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

  • 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.

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

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

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

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

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

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

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

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

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

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

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

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • 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).

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

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

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

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