Estimated Closing Certificate definition
Estimated Closing Certificate has the meaning set forth in Section 2.8(a).
Estimated Closing Certificate has the meaning set forth in Section 6.18.
Estimated Closing Certificate has the meaning set forth in the GFI Merger Agreement.
Examples of Estimated Closing Certificate in a sentence
On the Closing Date and as of the Financial Effective Time, the Company shall have an amount of Closing Cash that is equal to or greater than the Closing Cash Target, as reflected on the Estimated Closing Certificate.
More Definitions of Estimated Closing Certificate
Estimated Closing Certificate shall have the meaning set forth in Section 3.6.
Estimated Closing Certificate has the meaning given to it in Section 1.16(a).
Estimated Closing Certificate is defined in Section 1.8. “Exchange Act” means the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder). “Excluded Assets” is defined in Section 1.2. “Excluded Liabilities” is defined in Section 1.4. “Extended Representations” is defined in Section 9.3(a)(ii). “Federal Health Care Program” means any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f), including Medicare, state Medicaid programs, state CHIP programs, TRICARE and similar or successor programs with or for the benefit of any government authority. “Financial Statements” is defined in Section 3.8. “First Anniversary Issuance Per Share Price” means the trailing 5-day volume weighted average share price of Holdings’ common stock trading on the New York Stock Exchange as of the closing bell on January 20, 2024. “First Anniversary Medicare Advantage Revenue” means the Medicare Advantage Revenue of the practice locations attributable to each Seller measured from the Closing Date to the first anniversary of the Closing Date. “Fraud” means actual and intentional fraud under Delaware common law in the making of the representations and warranties in this Agreement or in any other Transaction Document. “Fundamental Representations” is defined in Section 9.3(a)(i). “GAAP” means United States generally accepted accounting principles. “Governing Documents” means, with respect to a particular Person, (i) if a corporation, the articles or certificate of incorporation and bylaws, (ii) if a general partnership, the partnership agreement and any statement of partnership, (iii) if a limited partnership, the limited partnership agreement and certificate of limited partnership, (iv) if a limited liability company, the articles or certificate of organization or formation and any limited liability company or operating agreement, (v) if another type of Person, all other charter, trust and similar documents adopted or filed in connection with the creation, governance, management or operation of the Person, (vi) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements and other agreements and documents relating either to the creation, governance, management or operation of any Person or to the rights, duties and obligations of such Person’s equityholders and (vii) all amendments or supplements to any of the foregoing. “Government Authority” means any (i) national, federal, state,...
Estimated Closing Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the items specified in Section 2.7(a).
Estimated Closing Certificate shall have the meaning set forth in Section 2.4(a) hereof.
Estimated Closing Certificate shall have the meaning given to such term in Section 2.1.
Estimated Closing Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the items specified in S ection 2.7(a).