Merger Funding Date definition

Merger Funding Date means the date on which the Effective Time (as defined in the Acquisition Agreement) shall have occurred pursuant to the Acquisition Agreement in compliance in all material respects with the applicable provisions of Delaware law.
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Merger Funding Date means the date on which the conditions precedent ------------------- in Section 5.01 shall be satisfied or waived, which date shall be no later than ------------ 270 days after the Tender Offer Funding Date.
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Merger Funding Date means the date upon which Borrowers draw on the Term Loan in order to fund the Merger Consideration and the Option Consideration as defined in and in accordance with the terms of the Acquisition Agreement.
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Examples of Merger Funding Date in a sentence

  • Consolidated EBITDA for each fiscal quarter ending prior to the Merger Funding Date shall be agreed upon amounts based on the audited financial statements (and unaudited financial statements, in the case of any quarter ending after December 31, 2004) delivered to the Administrative Agent; provided that, for purposes hereunder, the Consolidated EBITDA for the fiscal quarter ended (x) June 30, 2005 shall be deemed to be $758,000,000 and (y) September 30, 2005 shall be deemed to be $711,000,000.

  • As of the Merger Funding Date, the Borrowers have ------------- cash or Cash Equivalents on hand in an amount sufficient, when added to the Loans made on and after the Merger Funding Date, (A) to pay all amounts payable by it in respect of the Merger, (B) to fund OHM's probable liability to Dissenters, (C) to pay all Transaction Costs and (D) to repay all outstanding obligations under the Existing OHM Credit Agreement.

  • Each Term Loan Lender shall deposit, on the Merger Funding Date, an amount equal to its Pro Rata Share of the Term Loans with the Administrative Agent at its office in New York, New York, in immediately available funds.

  • If the Closing Date is also the Merger Funding Date, the Effective Time (as defined in the Acquisition Agreement) shall have occurred (or shall occur substantially concurrently with the Loans made on such date) pursuant to the Acquisition Agreement and in compliance in all material respects with the applicable provisions of Delaware law.

  • On the Merger Funding Date, OHM and the OHM Subsidiary Borrowers shall have established the Lockboxes and Blocked Accounts identified on Schedule -------- 6.01-BB as "OHM Accounts".

  • The representations and warranties contained in the Merger Agreement shall be true and correct in all material respects on the Merger Funding Date.

  • The failure of any Lender to deposit the amount described above with the Administrative Agent on the Merger Funding Date shall not relieve any other Lender of its obligations hereunder to make its Term Loan on the Merger Funding Date.

  • As of the Merger Funding Date, ------------------------------ both before and after giving effect to the Loans to be made or the Letters of Credit to be Issued on such date, all of the representations and warranties of the Borrowers and the Borrowers' Subsidiaries contained in Sections 6.02 and in ------------- any other Loan Document (other than representations and warranties in any such Loan Document which expressly speak as of a different date) shall be true and correct in all material respects.

  • Without limitation of any rights or remedies provided under Section 9.2, there shall be no other conditions to the Administrative Agent's obligation to release the funds from the Acquisition Cash Collateral Account on the Merger Funding Date or on any Subsequent Tender Funding Date as provided above.

  • Each Term Loan Borrower shall pay that portion of each installment of the Term Loans equal to its proportionate share of the Term Loans on the Merger Funding Date.


More Definitions of Merger Funding Date

Merger Funding Date means the date that the Merger is consummated.
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Related to Merger Funding Date

  • Initial Funding Date means the Funding Date on which the first Loan is made pursuant to this Agreement, as specified in the Initial Borrower Funding Request.

  • Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

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

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

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Pre-Funding Period means the period beginning on the Closing Date and ending on the earliest of (a) the date on which the amount on deposit in the Pre-Funding Account is less than $10,000, (b) the Funding Termination Date or (c) the date on which an Event of Termination occurs.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

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

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

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

  • Delayed Draw Funding Date means the date occurring on or after the Effective Date upon which all of the conditions to funding the Delayed Draw Term Loan set forth in Section 6.02 are satisfied and the Delayed Draw Term Loan is funded.

  • Initial Borrowing Date means the date occurring on or after the Effective Date on which the initial Borrowing of Loans occurs.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Master Funding Agreement means the Master Funding Agreement entered into by the Company and the Secretary of State on March 1st 2015.

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

  • Ending Date means the last day of each Offering Period.

  • Initial Funding means the funding of the initial Loans or issuance of the initial Letters of Credit upon satisfaction of the conditions set forth in Sections 6.01 and 6.02.

  • Loan Closing Date means the date upon which the Loan is made to the Company.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Subordinated Shareholder Funding means, collectively, any funds provided to the Issuer by any Parent, any Affiliate of any Parent or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:

  • 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.

  • Offering Funding Date means the date on which the offering for the Series Asset is fully funded through an offering conducted by the Company.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.