The NRG Closing Date Interest, the Google Closing Date Interest, and all Equity Interests to be issued by Master Holdco at the Document Closing will, when issued, constitute a limited liability company interest in Master Holdco, free and clear of any Liens except for obligations imposed on members of Master Holdco under the Master Holdco LLC Agreement.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
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.
Series Closing Date means the date designated as such in the Series Term Sheet.
Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).
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.
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Assumed Interest Amount With respect to any Distribution Date and Class of Subordinated Certificates, one month's interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class on the applicable Assumed Balance immediately prior to that Distribution Date.
Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.
Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.
Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
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.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and 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.
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 Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.
Class A-2 Final Scheduled Payment Date means the Payment Date occurring in February 2020.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
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.
Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.
Third Closing Date has the meaning set forth in Section 2.2(c).
Class C Final Scheduled Payment Date means the Payment Date occurring in December 2024.
Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.
Class A-3 Final Scheduled Payment Date means the Payment Date occurring in April 2027.