Final Closing Transaction definition

Final Closing Transaction means all of the steps to occur and the matters and things to be done or performed on the Final Closing Date, as set forth in section 4.6 of the JKDA.
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Examples of Final Closing Transaction in a sentence

  • The date on which the Final Closing Cash Amount, the Final Closing Indebtedness Amount, the Final Closing Transaction Expense Amount, the Final Working Capital, the Final Closing Receivables Adjustment Amount the Final Closing Bond Exchange and Assumption Amount, the Final Closing Performance Adjustment Amount and the Final Closing Capex Deficiency are finally determined in accordance with this Section 4.5 is hereinafter referred to as the “Determination Date”.

  • If a Party is required by applicable Law to pay any Transfer Taxes, the non-paying Party shall reimburse the paying Party for the non-paying Party’s share of the Transfer Taxes (but, in the case of any Transfer Taxes that would otherwise be payable by the Sellers, only to the extent that the amount of such Transfer Taxes exceeds the amount of Transfer Taxes reflected in the calculation of the Final Closing Transaction Expenses).

  • Each of the Final Closing Transaction Documents (with respect to the Third Restated Shareholders’ Agreement, subject to amendments made pursuant to Section 5.2(a)) to which such Investor is a party shall have been duly executed and delivered by such Investor.

  • Each Investor in the Final Closing shall have performed or complied with all covenants, agreements and conditions contained in the Final Closing Transaction Documents to be performed or complied with by such Investor on or prior to the Final Closing.

  • Each Warrantor shall have performed or complied with all covenants, agreements and conditions contained in the Final Closing Transaction Documents to be performed or complied with such Warrantor on or prior to the Final Closing.

  • The Company shall consider in good faith all comments or objections Parent has with respect to the Final Closing Transaction Expenses Amount or any component thereof.

  • From and after the Closing, Purchaser shall provide the Seller Representative and its Representatives with such access to the books, records and personnel of the Company as is reasonably necessary to allow the Seller Representative and its Representatives to calculate, evaluate and review Purchaser’s calculation of the Proposed Final Closing Transaction Value, including the identification of any dispute therewith.

  • To the extent any of the foregoing is ineffective under applicable law, TEACHER hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible.

  • During the twenty (20) Business Days following Purchaser’s receipt of any dispute notice, Purchaser and the Seller Representative shall attempt to resolve such disputed matters and determine the Final Closing Transaction Value.

  • If, at the end of such period, Purchaser and the Seller Representative shall have reached agreement with respect to any disputed matters, the Proposed Final Closing Transaction Value shall be adjusted to take into account such agreement, and shall (subject only to further adjustment pursuant to Section 2.5) be the Final Closing Transaction Value.

Related to Final Closing Transaction

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

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

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

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

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

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

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

  • 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.

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

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

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

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

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

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

  • 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.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

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

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

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

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

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities pursuant to 35 Ill. Adm. Code 724 and 725 are no longer conducted at the facility unless subject to the provisions of 35 Ill. Adm. Code 722.134.

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

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

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

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