Primary Closing definition

Primary Closing means the closing of the purchase and sale of the Securities, excluding the Remaining Merck Securities, pursuant to Section 2.1(a).
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Primary Closing has the meaning set forth in Section 8.1.
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Primary Closing shall have the meaning specified in Section 4.1
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Examples of Primary Closing in a sentence

  • All of the representations and warranties by Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Primary Closing.

  • At the Primary Closing, FT and DT shall be provided with a certificate to such effect from Sprint, signed by a duly authorized officer thereof.

  • At the Primary Closing, Purchaser and Seller will execute and deliver an Assumption Agreement in substantially the form attached hereto as EXHIBIT B (the "Assumption Agreement") in order to effect the assumption of the Assumed Liabilities by Purchaser.

  • Seller shall have been furnished with a certificate of an officer of Purchaser, dated as of the Primary Closing, certifying to the fulfillment of the foregoing conditions.

  • Seller shall have complied with and performed in all material respects all of the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Primary Closing.

  • All decisions in this matter that could involve action or payments by the ITER Organization shall be taken by the Director-General, who has a discretionary power in assessing the circumstances of the case, what form the assistance should take and what compensation, if any, should be granted.

  • If the Sellers do not elect to cure such objectionable title and/or survey issues that are not Monetary Defects for any of the Properties transferred at the Primary Closing, Purchaser may terminate this Agreement.

  • From the Inspection Period End Date until the Primary Closing Date and any subsequent Closing Date, there will be no undisclosed litigation or administrative agency or other governmental proceeding, pending or threatened, against or involving the Assets, which would prevent the sale of the Assets.

  • If for any other reason the Primary Closing does not occur, then the Deposit and all earnings thereon shall be paid to Purchaser.

  • Seller has, and at the Primary Closing will transfer and convey to Purchaser, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens.


More Definitions of Primary Closing

Primary Closing means the closing of the actions contemplated by this Agreement to take place concurrently with the CP Exchange (which may include the CP Exchange Top Up Purchase if the conditions to the CP Exchange Top Up Purchase have been satisfied or waived by the appropriate parties), as contemplated by this Agreement, held on the date and at the place fixed in accordance with Article I.
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Primary Closing means the consummation, in accordance with the terms of this Agreement, of the purchase and sale of the Purchased Assets that are used or held for use with respect to all Stations other than the Great Falls Station.
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Primary Closing and "PRIMARY CLOSING DATE" shall have the meanings set forth in Section 3.01.
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Primary Closing has the meaning assigned in Section 8.4.
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Primary Closing means the Closing with respect to the Primary Assets and Primary Liabilities.
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Related to Primary Closing

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

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

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

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

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • 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.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

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

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

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

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

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

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

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

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

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

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

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

  • Original Closing Date shall have the meaning set forth in the Recitals.

  • Loan Closing means the date on which an executed Loan Agreement between the Trust and a Borrower is delivered pursuant to this Bond Resolution.

  • Sale Date means the date that the Bonds are awarded by the District to the winning bidder.

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

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

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

  • 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.

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