Stage II Closing definition

Stage II Closing shall have the meaning given to such term in Section 5(b).

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Stage II Closing shall have the meaning set forth in the Alliance Agreement; provided that if the Stage II Closing shall not occur, it shall be deemed to have occurred as of the Stage I Closing.

Stage II Closing. The closing (the "Stage II Closing") of the ---------------- ---------------- transfer to the Partnership of the ▇▇▇▇ Atlantic Conveyed Assets and the ▇▇▇▇ Atlantic Assumed Liabilities and the Vodafone Stage II Conveyed Assets and the Vodafone Stage II Assumed Liabilities, and the transactions contemplated in connection therewith by this Agreement shall take place on or before the earlier of (1) the first anniversary of the Stage I Closing and (2) the tenth Business Day following the date of the consummation of the acquisition by ▇▇▇▇ Atlantic of the ▇▇▇▇ Atlantic Conveyed Assets or the first date that ▇▇▇▇ Atlantic no longer has any right to acquire the ▇▇▇▇ Atlantic Conveyed Assets, in either case subject to the satisfaction or waiver of the conditions precedent set forth in Section 6.3 hereof, or such other date as the Parties shall agree. The Stage II Closing shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or at such other location as the Parties shall agree. The date of the Stage II Closing is sometimes herein referred to as the "Stage II Closing Date." At the Stage II Closing and subject to the terms and --------------------- conditions herein contained, ▇▇▇▇ Atlantic and Vodafone shall deliver, or cause to be delivered, to the Partnership such deeds, assignments, bills of sale and other good and sufficient instruments and documents of conveyance and transfer (which shall include stock powers in the case of Conveyed Subsidiaries and partnership interest assignments in the case of Conveyed Partnerships) as shall be necessary and effective (in the reasonable opinion of counsel to Vodafone, consistent with the provisions of this Agreement) to transfer and assign to, and vest in, the Partnership all of the right, title and interest of ▇▇▇▇ Atlantic in and to the ▇▇▇▇ Atlantic Conveyed Assets and of Vodafone in and to the Vodafone Stage II Conveyed Assets to the extent and as provided in this Agreement, and Vodafone and ▇▇▇▇ Atlantic shall cause the Partnership to deliver to each of ▇▇▇▇ Atlantic and Vodafone undertakings whereby the Partnership will assume and agree to pay, discharge or perform, as appropriate, the ▇▇▇▇ Atlantic Assumed Liabilities and the Vodafone Stage II Assumed Liabilities, respectively, to the extent and as provided in this Agreement.

Examples of Stage II Closing in a sentence

• Notwithstanding any provision to the contrary in this Article VIII or the Investment Agreement, prior to the earlier date to occur of the Stage II Closing Date or the first anniversary of the Stage I Closing Date, no Partner shall have the right to transfer any of the Partnership Interest in the Company held by such Partner, except to a Wholly-Owned Subsidiary of such Partner made in accordance with the provisions of Section 8.2(a) below or to an Affiliate of such Partner pursuant to Section 8.2(b) below.

• The representations and warranties of Heartland and CS Wireless contained in this Agreement shall be complete and correct in all material respects when made and at the Stage II Closing Date (except to the extent that such representations and warranties relate specifically to an earlier date).

• Each of Heartland and CS Wireless shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by each of them prior to or on the Stage II Closing Date.

• On the Stage II Closing Date, the Stage II Transactions shall (A) be permitted by the laws and regulations of each jurisdiction or Governmental Authority, including, without limitation, the FCC, to which Heartland or CS Wireless or any of their respective affiliates, as the case may be, is subject, and (B) not violate any applicable law or regulation.

• Furthermore, ▇▇▇▇ Atlantic shall, and shall cause Cellco to, cooperate with Vodafone and use its commercially reasonable efforts to cause all of the conditions to the obligations of ▇▇▇▇ Atlantic and Vodafone under this Agreement to be satisfied on or prior to the Stage I Closing Date and the Stage II Closing Date, as applicable.

• Any adjustments and prorations with respect to the Stage II Properties which are finalized subsequent to the applicable Stage II Closing shall be made on the earlier of (i) the next Stage II Closing or, if not applicable, the Stage III Closing or (ii) May 30, 2000 and if such adjustments and prorations are finalized after the later of such dates, shall be made within ten (10) days after so finalized.

• The RMOP Contributors jointly and severally represent and warrant that, as of each Stage II Closing Date, no RMOP Sub shall be a party to, or have any liability in respect of, (i) any derivative contract, (ii) any employment contract, (iii) any loan (including any loan or other obligation to an Affiliate), other than the applicable Existing Mortgages or (iv) any employment litigation matter, brought against such RMOP Sub, as a defendant.

• At the Stage II Closing, ▇▇▇▇ Atlantic shall contribute to the Partnership the ▇▇▇▇ Atlantic Indebtedness associated with the ▇▇▇▇ Atlantic Wireless Business in an amount not to exceed the Cellco Stage II Debt Cap.

• To the extent that Net Proceeds or Gross Proceeds, as appropriate, from a ▇▇▇▇ Atlantic Other Disposition or the disposition of a ▇▇▇▇ Atlantic Conflicted System or a Conflict-Related System are not received by ▇▇▇▇ Atlantic until after the Stage II Closing, such Net Proceeds or Gross Proceeds therefrom (other than cash) shall be contributed to the Partnership within ten Business Days after such receipt.

• Any adjustments and prorations made at any Stage II Closing shall be made in cash, Units and/or Preferred Stock to the applicable Contributors, in such amount, and with respect to such Contributor, in such proportion, and in such type of Consideration (i.e., cash, Units and Preferred Stock) as is set forth on SCHEDULE 17.2 hereto.

More Definitions of Stage II Closing

Stage II Closing is the date of consummation of the second step of the transaction. It is contemplated that on this date, additional wireless assets would be contributed by the Parties to the Partnership. The Stage II Closing is intended to occur on or before the earlier of the first anniversary of the Stage I Closing, and the tenth Business Day after the date ▇▇▇▇ Atlantic either acquires GTE corporation ("GTE"), or the date ▇▇▇▇ Atlantic no longer has any right to acquire GTE.