Examples of Specified Closing in a sentence
The closing of the transactions contemplated hereby (a “Deferred Closing”) with respect to each Deferred Target Company shall be deferred until the first Specified Closing Date on which all of the conditions described in Section 2.9(c) and Section 2.9(d) are satisfied or waived (a “Deferred Closing Date”) with respect to such Deferred Target Company.
To the extent allowed by applicable law, the Specified Closing Payments shall be allocated to Taxable periods prior to the Closing and Seller shall be entitled to apply, to the extent usable, all related Tax deductions and other Tax benefits related to the Specified Closing Payments against Taxable income in respect of Taxable periods prior to the Closing.
The Specified Closing Date Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects if already qualified by materiality) on and as of the Closing Date.
However, Dialog may shorten the Marketing Period by delivering written notice to Atmel specifying an earlier Closing Date during the Marketing Period (the “Dialog Specified Closing Date”), provided that notice of the Dialog Specified Closing Date is delivered to Atmel at least two Business Days prior to the Dialog Specified Closing Date.
The obligations contained in this paragraph shall not require Purchaser to take any action that could result in Purchaser being unable to create and implement the Purchaser systems needed to complete the European Closing for any European Territory other than Italy on or prior to the Specified Closing Date for such European Territory.
For the further avoidance of doubt, a Closing Demand Notice may be delivered by Buyer only if all Closing conditions in favor of the Stockholder set forth in Sections 10.1 and 10.3 are satisfied or capable of satisfaction without waiver by Stockholder on or before any potential Specified Closing Date.
Without limiting the foregoing, Seller shall, and shall cause each of the Acquired Companies to, cooperate with and take all actions reasonably requested by the Buyer Parties in order to facilitate the termination and payoff of such Specified Closing Indebtedness (and related release of Liens) at the Closing; provided that the foregoing shall not obligate any Acquired Company to take any action or deliver any notice that is not conditional upon the occurrence of the Closing Date.
To be valid for the purposes hereof (but subject always to the Subscriber’s waiver of any such requirement in whole or in part), the Corporation must not be in default under the Debentures without regard to any applicable cure periods, and such notice must set out: (i) the Additional Subscription Price; (ii) the Specified Closing Date; and (iii) wire transfer instructions (if applicable).
Notwithstanding anything to the contrary set forth in this Section 6.07, the Specified Closing Distribution shall be permitted, subject to satisfaction of the terms and conditions set forth in the definition of “Closing Date Transactions,” the conditions precedent set forth in Section 4.04 hereof, and any other terms and conditions which specifically reference the Specified Closing Distribution.
The Closing of the Offering will be completed at the offices of Bxxxxxx Xxxxx LLP, counsel to the Corporation, in Calgary, Alberta at 9:00 a.m. (Calgary time) (the “Closing Time”) on July 3, 2007 (the “Closing Date”) or such other Closing Date as the Corporation and the Subscriber may agree to in writing, and on such other Specified Closing Dates as the Corporation may determine.