Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Common Share Reorganization has the meaning set forth in Section 4.1;
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Reorganization Transactions shall have the meaning set forth in the recitals.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
Second Closing Date has the meaning set forth in Section 1.3.
Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.
Sale Transaction has the meaning set forth in Section 3(a).
Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Series Closing Date means the date designated as such in the Series Term Sheet.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Closing Merger Consideration has the meaning set forth in Section 2.02
Put Closing Date shall have the meaning set forth in Section 2.3.8.
Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:
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.
Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;
Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include: