Second Closing Transactions definition

Second Closing Transactions has the meaning stated in Section 2.2 of the Agreement.
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Second Closing Transactions has the meaning set forth in the recitals.
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Second Closing Transactions means the transactions contemplated to be consummated at the Second Closing, including the Xxxxxxxxxx Exchange, the Preferred Unit Exchange, the Oaktree Land Exchange, the Nevada Palace Oaktree Loan Assignment and Assumption, Schiff Lease Option Assignment, the Esquire Purchase, the Company Esquire Purchase, the Nevada LLC Contribution, the Nevada Palace Lease, the NP Land Security Deposit, the Nevada Palace Oaktree Loan Payoff, the Esquire Second Closing Payoff (if any) and the Xxxxxxxxxx II Payment (if any).
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Examples of Second Closing Transactions in a sentence

  • Any waiting period (and any extension thereof) under the HSR Act (to the extent applicable to the Second Closing Transactions) shall have expired or been terminated.

  • Such documents of further assurance reasonably necessary and typical for transactions similar to the Second Closing Transactions in order to complete the Second Closing Transactions.

  • No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority of competent jurisdiction (collectively, “Restraints”) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Second Closing Transactions or making the consummation of the Second Closing Transactions illegal.

  • Section 5.1 Conditions to Each Party’s Obligation to Effect the Second Closing Transactions.

  • Upon the occurrence of the Second Closing, the time and date that the Second Closing Transactions become effective shall be 12:01 a.m. (Central Time) on the Second Closing Date.

  • The Seller shall have received the deliveries contemplated by Section 5.5. Section 5.3 Conditions to Parent’s and Purchaser’s Obligation to Effect the Second Closing Transactions.

  • Each Purchaser shall be satisfied that the Consolidated EBITDA, determined on a Pro Forma Basis as of March 31, 2007, for the twelve month period ending on such date, but including the Indebtedness under the Notes and the consummation of the other Second Closing Transactions, shall be equal to or greater than $10,209,000 (exclusive of expenses incurred in connection with the Second Closing Transactions).

  • The Second Closing, and all Second Closing Transactions to occur at the Second Closing, shall be deemed to have taken place at, and shall be effective as of, 12:01 a.m. (Pacific) on the Second Closing Date.

  • Each Purchaser shall be satisfied that the Total Leverage Ratio, determined on a Pro Forma Basis as of March 31, 2007, for the twelve month period ending on such date, but including the Indebtedness under the Notes and the consummation of the other Second Closing Transactions, shall be no greater than 2.13 to 1.0.

  • Appointments to the ranks of assistant professor, associate professor and professor may be on a reduced-load basis.


More Definitions of Second Closing Transactions

Second Closing Transactions means, collectively, the transactions to occur pursuant to the Financing Documents executed and delivered on the Second Closing Date, including (a) the execution, delivery and performance of such Financing Documents and the issuance of the Second Closing Purchased Securities in connection therewith; (b) the Foundry Seller Note Refinancing; and (c) the payment of all fees and expenses to be paid on or prior to the Second Closing Date and owing in connection with the foregoing.
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Related to Second Closing Transactions

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

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

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

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

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

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

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

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

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

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

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

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

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

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

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

  • 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.

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

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

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

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

  • 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.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).