Second Step Closing Date definition

Second Step Closing Date means the date on which the Second Step Transaction (as defined below) is consummated. If a Change of Control Triggering Event (as defined below) occurs with respect to the Notes, unless the Company has exercised its option to redeem the Notes as described above or has defeased the Notes as described in the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein. In a Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to the Trustee and mailed, or delivered electronically if held by DTC in accordance with DTC’s customary procedures, to Holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or delivered electronically) (a “Change of Control Payment Date”). The notice will, if mailed (or delivered electronically) prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On each Change of Control Payment Date, the Company will, to the extent lawful:
Sample 1Sample 2Sample 3
Second Step Closing Date means the date on which the Second Step Transaction (as defined below) is consummated. All payments of principal and interest in respect of the Notes by the Company or a Paying Agent on the Company’s behalf will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or other similar governmental charges imposed or levied by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law. In the event such withholding or deduction for Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder (as defined below) such Additional Amounts as may be necessary to ensure that the net amount received by such person, after withholding or deduction for such Taxes, will be equal to the amount such person would have received in the absence of such withholding or deduction. However, no Additional Amounts shall be payable with respect to any Taxes if such Taxes are imposed or levied for reasons unrelated to the Holder’s or beneficial owner’s ownership or disposition of Notes, nor shall Additional Amounts be payable for or on account of:
Sample 1Sample 2Sample 3
Second Step Closing Date has the meaning set forth in the Purchase Agreement.
Sample 1Sample 2

Examples of Second Step Closing Date in a sentence

  • The Issuer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior to the First Step Investment Closing Date and the Second Step Closing Date, as applicable.

  • The Buyer shall have delivered to the Seller an officer’s certificate, dated as of the Second Step Closing Date and signed by a duly authorized officer of the Buyer, to the effect that the conditions set forth in paragraphs (a), (b), (c) and (d) of this Section 9.03 have been satisfied.

  • The Fundamental Seller Representations, except to the extent relating to the First Step Acquisition, shall be true and correct as of the Second Step Closing Date with the same effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date).

  • As of the Second Step Closing Date, the Seller will own beneficially and of record and will have good and valid legal title to, the Second Step Seller Company Shares, and the MEP Trustee will own of record, on behalf of the Managers, and will have good and valid legal title to, and the Managers will beneficially own, the Second Step MEP Company Shares, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances.

  • The Fundamental Buyer Representations, to the extent relating to the Second Step Acquisition, shall be true and correct (in the case of Section 6.04(a), other than de minimis inaccuracies) as of the Second Step Closing Date with the same effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date).

  • Google was entitled to rely upon the ‘safe harbor’ provisions for intermediate and temporary storage.23 2 Parker v Google IncFollowing the decision in Field v Google Inc,24 a similar action was brought against Google for direct copyright infringement in the United States District Court for the Eastern District of Pennsylvania.

  • If during the Restricted Period you have a Termination of Service by reason of Disability or death, then any remaining unvested Restricted Stock Units will become fully vested as of the later of the date of your Termination of Service and the Second Step Closing Date (subject to the forfeiture provision of the last sentence of Section 3 above), and the Vesting Date shall become the date of your Termination of Service, or the Second Step Closing Date, as applicable.

  • Such annual bonus payments shall be made, in all cases in accordance with the Company Benefit Plans as in effect as of immediately prior to the Second Step Closing Date and the aggregate amount of such annual bonuses shall in no event be less than the amount that is accrued in the Company Financial Statements in respect of such bonuses in respect of the Second Step Closing Date Bonus Year in respect of such bonuses due in respect of the Closing Date Bonus Year as of the Second Step Closing Date.

  • You agree to use commercially reasonable efforts to supplement the Information and the Projections from time to time until the Second Step Closing Date and, if requested by the Lead Arrangers, for a reasonable period thereafter (not to exceed 45 days) necessary to complete the successful syndication of the Second Step Facilities so that the representation and warranty in the preceding sentence remains correct in all material respects.

  • You further agree to afford the Lead Arrangers and their affiliates a period of not less than 20 business days prior to the Second Step Closing Date to syndicate the Second Step Facilities.Without limiting your obligation to assist with the syndication efforts as set forth above, it is understood and agreed that completion of such syndication is not a condition to the Initial Lenders’ commitments hereunder.


More Definitions of Second Step Closing Date

Second Step Closing Date means the date on which the second step transaction is consummated.
Sample 1
Second Step Closing Date means the date on which the Second Step Transactions are consummated.
Sample 1
Second Step Closing Date has the meaning set forth in Section 3.04.
Sample 1

Related to Second Step Closing Date

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

  • 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.

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

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

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

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

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

  • 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.

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

  • 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.

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

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

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

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

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

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

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

  • Loan Closing Date means the date upon which the Loan is made to the Company.

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

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

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

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

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

  • Closing Date means the date on which the Closing occurs.

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