Overseas Closing definition

Overseas Closing means (i) either the conditions precedent as stipulated in Section 6.2 and Section 6.4 are met or the conditions not met have been exempted by the Transferee or the Existing Shareholders, and (ii) all of the Overseas Target Shares have been appropriately transferred to the Overseas Company of the Transferee.
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Overseas Closing. Has the meaning described in Article 2.3.1(1) hereof. Domestic Closing Has the meaning described in Article 2.3.1(2) hereof.
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Examples of Overseas Closing in a sentence

  • As for the right of claiming for indemnifications in connection with the representations and warranties that is untrue, inaccurate or misleading under Section 14.1, in terms of the Domestic Closing, it shall be valid within 12 months after the Domestic Closing Date and, in terms of the Overseas Closing, valid within 12 months after Overseas Closing Date.

  • To smoothly carry out the Overseas Share Transfer, the Parties agree to sign separate share transfer agreement(s) before Overseas Closing in substantially the form and content of the overseas share transfer agreement as listed in Exhibit IV, for the purpose of handling relevant registration procedures in connection with the transaction of Overseas Share Transfer going forward.

  • The Company shall perform its corporate governance functions pursuant to the terms and conditions of the New Articles of Association, the New Shareholders Agreement, the Articles of Association of the Cayman Company, as well as the Shareholders Agreement of the Cayman Company (if the Overseas Closing is consummated).

  • The Transferee and Existing Shareholders agree that, in the case that the Overseas Closing can be realized, the New Shareholders Agreement is merely a transitional agreement before the Overseas Closing.

  • Subject to Section 3.4(c) and 3.4(d) of this Agreement, if the Parties fail to carry out the Overseas Closing for any reason but the Domestic Closing under this Agreement has already been consummated, the effectiveness of the Domestic Closing will not be affected.

  • The Parties acknowledge that, the Domestic Closing shall be conducted simultaneously with the Overseas Closing or as soon as possible after the completion of the Overseas Closing.

  • On and after the Overseas Closing, the Cayman Company Shareholders Agreement (as defined in section 1.1. “Definitions”) shall regulate the rights and obligations of the Existing Shareholders and the Transferee as the shareholders of 7Road Group and corporate governance of the 7road Group.

  • If the Overseas Closing is not able to be carried out due to the reason of any Party, such as any Party’s failure to perform any of its obligation before the Overseas Closing which results in the non-satisfaction of any conditions precedent for the Overseas Closing that such Party is responsible for), the Parties shall refer to Section 15.2 of this Agreement for resolution.

  • For the avoidance of doubt, signing of VIE Agreements and the realization of Overseas Closing condition each other.

  • Results from a meta regression analysis on entrepreneur education programmes in developing countries showed that such programmes have a positive impact on business knowledge and practice.

Related to Overseas Closing

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

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

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

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

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

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

  • 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.

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

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

  • Closing has the meaning set forth in Section 2.2.

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

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

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

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

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

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

  • 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.

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

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

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

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

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

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

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

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