Purchaser Closing Date Transaction definition

Purchaser Closing Date Transaction means any transaction engaged in by the Company or any of its Subsidiaries on the Closing Date, which occurs after the Closing or at the direction of the Purchaser that is not contemplated by this Agreement and is outside the Ordinary Course of Business, including any transaction engaged in by the Company or any of its Subsidiaries in connection with the financing of any obligations of the Purchaser or the Company or any of its Subsidiaries to make a payment under this Agreement. 63
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Purchaser Closing Date Transaction means any transaction engaged in by UAV on the Closing Date, which occurs after the Closing or at the direction of Purchaser, in each case, which is not contemplated by this Agreement or is outside the ordinary course of business, including any transaction engaged in by UAV in connection with the financing of any obligations of the Purchaser to make a payment under this Agreement.
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Purchaser Closing Date Transaction means any transaction engaged in by the Company or any Subsidiaries on the Closing Date, which occurs after the Closing or at the direction of Purchaser that is not contemplated by this Agreement and is outside the ordinary course of business, including any transaction engaged in by the Company or any Subsidiaries in connection with the financing of any obligations of Purchaser or the Company or any Subsidiaries.
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Examples of Purchaser Closing Date Transaction in a sentence

  • To treat (and have the Company and each Subsidiary treat) any gains, income, deductions, losses, or other items realized by the Company or any of the Subsidiaries for income Tax purposes with respect to any Purchaser Closing Date Transaction as occurring on the day immediately following the Closing Date.


More Definitions of Purchaser Closing Date Transaction

Purchaser Closing Date Transaction means any transaction engaged in by the Company on the Closing Date, after the Closing, that is not contemplated by this Agreement and is outside the Ordinary Course, including any transaction engaged in by the Company in connection with the financing of any obligations of the Purchaser to make a payment under this Agreement. “Purchaser Material Adverse Effect” means any Event that has had, or would reasonably be expected to have, a material adverse effect on Purchaser’s ability to consummate the Transaction. “Purchaser Parties” means, collectively, Purchaser and Purchaser’s Affiliates, and each of their respective Representatives. “Purchaser Prepared Returns” has the meaning set forth in Section 12.1(a). “Purchaser Releasee” has the meaning set forth in Section 9.7. “Purchaser Releasors” has the meaning set forth in Section 9.7. “R&W Insurance Policy” means the “buyer’s” representations and warranties insurance policy from the R&W Provider, bound as of the date of this Agreement, in substantially the form attached hereto as Exhibit F. “R&W Provider” means Ethos Specialty Insurance Services LLC. “Real Property Leases” has the meaning set forth in Section 4.10(b). “Rebates” means all rebates due to the Seller and/or the Company from their respective vendors with respect to any period prior to the Closing. “Remaining Inventory” has the meaning set forth in Section 9.3(b)(ii). “Representative” means, with respect to any Person, such Person’s Affiliates and its and their respective equityholders, managers, directors, officers, employees, consultants, financial advisors, legal counsel, accountants and other agents. “Restricted Cash” means any Cash (i) the use of which is restricted by Law or Contract, including the Security Deposits Amount and any other deposits with third parties, (ii) that are insurance proceeds in respect of a condemnation, casualty, loss or other material damage to any of the assets of the Business prior to the Closing Date that have not been used to repair or replace such condemned or damaged property as permitted or required pursuant to the terms hereof, (iii) that are held by the Company that cannot be repatriated to the United States, and (iv) equal to the withholding or other Taxes that would be imposed on the repatriation to the United States of any Cash held by the Company. 77
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Related to Purchaser Closing Date Transaction

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

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

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

  • Sale Transaction has the meaning set forth in Section 3(a).

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

  • 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.

  • Additional Closing Date shall have the meaning set forth in Section 2.3.2.

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

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

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

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

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

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

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

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

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

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