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 as defined in Section 2.1.
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Domestic Closing has the meaning set forth in Section 2.1.
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Examples of Domestic Closing in a sentence

  • 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.

  • 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.

  • As for the right of claiming for indemnifications in connection with the representations and warranties that is untrue, inaccurate or misleading under Section 14.1, in terms of the Domestic Closing, it shall be valid within 12 months after the Domestic Closing Date and, in terms of the Overseas Closing, valid within 12 months after Overseas Closing Date.

  • The Parties confirm and agree that the Domestic Consideration has included the consideration for any and all undistributed profits of the Company corresponding to the Domestic Target Shares up to the Domestic Closing Date (as defined in section 1.1. “Definitions”).

  • For the avoidance of doubt, the Transferors, other than the Existing Shareholders, shall be severally responsible for the indemnifications relating to the matters that took place before the Domestic Closing and were attributable to the Transferors, but shall not be responsible for the indemnification due to any debenture, debt, compensation payable by the Company, Existing Shareholders and the Overseas Holding Companies of the Existing Shareholders that are incurred after the Domestic Closing.

  • The conditions for the Transferee to agree to the Domestic Closing and perform relevant obligations after the Domestic Closing shall be the satisfaction of the conditions under 6.1 (n) on and before the Domestic Closing Date unless waived in writing by the Transferee.

  • To smoothly carry out the Domestic Share Transfer, the Parties agree to, sign separate share transfer agreement(s) before the Domestic Closing substantially in the form of share transfer agreement attached hereto as Exhibit I, and submit copies of such agreements to relevant governmental authorities for processing and registration of the Domestic Share Transfer.

  • The day on which the Domestic Closing occurs is herein referred to as the “Closing Date,” and the effective time of the Domestic Closing shall be 11:59 p.m. EST 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.

  • Subject to Section 3.4(c) and 3.4(d) of this Agreement, if the Parties fail to carry out the Overseas Closing for any reason but the Domestic Closing under this Agreement has already been consummated, the effectiveness of the Domestic Closing will not be affected.

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 “Closing Date” as defined in the Acquisition Agreement.

  • 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 has the meaning set forth in Section 3.2.

  • 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.