Initial Closing Date Amount definition

Initial Closing Date Amount means an amount equal to:
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Initial Closing Date Amount means an amount equal to: (i) the Purchase Price; plus (ii) Estimated Cash; plus (iii) Estimated Closing Inventory; minus (iv) Target Inventory; minus (v) Estimated Closing Indebtedness; as set forth in the Estimated Closing Statement.
Sample 1

Examples of Initial Closing Date Amount in a sentence

  • Assuming Purchaser has the requisite corporate or other organizational power and authority to be the lawful owner of the Transferred Equity Interests, upon completion of the actions described in Section 1.03(b) and Seller’s receipt of the Initial Closing Date Amount, Purchaser shall be the record and beneficial owner of the Transferred Equity Interests, free and clear of all Liens, other than those arising from acts of Purchaser or its Affiliates.

  • Assuming Purchaser has the requisite corporate or other organizational power and authority to be the lawful owner of the Transferred Equity Interests, upon completion of the actions described in Section 1.03(b) and Seller’s receipt of the Initial Closing Date Amount, Purchaser shall be the record and beneficial owner of the Transferred Equity Interests, free and clear of all Liens, other than Liens imposed under applicable securities Laws or those arising from acts of Purchaser or its Affiliates.

  • Purchaser shall deliver to Seller, and Seller shall accept (on behalf of itself or the applicable Selling Entity), payment by wire transfer of immediately available funds to a U.S. bank account designated in writing by Seller at least two Business Days prior to the Closing Date, in an amount equal to the Initial Closing Date Amount.

  • In no event does this Agreement provide the right to use any trademark, service xxxx, logo or name of Graphcore publicly or in connection with promoting, offering or otherwise commercially exploiting Licensee’s products or services.

  • For the avoidance of doubt, this Section 1.04 is not intended to adjust the Initial Closing Date Amount or the Final Closing Date Amount for errors or omissions, under IFRS or otherwise, that may be found with respect to the Financial Statements.

  • Seller shall provide Purchaser with a reasonable opportunity to review and comment on the Estimated Closing Statement and shall consider in good faith any revisions proposed by Purchaser and its Representatives with respect to such estimates and the Initial Closing Date Amount (provided that in no event shall the Principal Closing be delayed on account of any review by Purchaser of the Estimated Closing Statement).

Related to Initial Closing Date Amount

  • 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.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • 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.

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

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

  • 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.

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

  • Closing Date Cash has the meaning specified in Section 3.4(a).

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

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

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

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

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

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

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

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

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Business Plan means the set of Projections of Borrower for the 1 year period following the Closing Date (on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Term Loans as defined in Section 2.1.