Additional Seller Backstop Election definition

Additional Seller Backstop Election means, in the event that shareholder redemptions exceeds $462,500,000, the current equityholders of S1 Holdco and Protected will reduce the Closing Cash Consideration and proportionally increase the Closing Equity Consideration.
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Additional Seller Backstop Election has the meaning specified in the Recitals hereto.
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Additional Seller Backstop Election means, in the event that shareholder redemptions exceeds
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Examples of Additional Seller Backstop Election in a sentence

  • Within three Business Days of OpenMail’s receipt of the final report with respect to the Trebia Shareholder Redemption, to the extent that the Trebia Shareholder Redemption Value, if any, is greater than $462,500,000, the Redeemed OM Members, OpenMail and Protected shall notify Trebia of its election to implement the Additional Seller Backstop Election and will reflect such Additional Seller Backstop Election in the Allocation Schedule to be delivered pursuant to Section 4.04.

  • The Available Cash Amount (x) shall not be less than $469,250,000 or (y) in the case that an Additional Seller Backstop Election has been made pursuant to Section 2.02(c), shall not be less than $417,500,000.

Related to Additional Seller Backstop Election

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Allowance transfer deadline means midnight of January 30 or, if January 30 is not a business day, midnight of the first business day thereafter and is the deadline by which allowances may be submitted for recordation in an affected unit’s compliance subaccount for the purposes of meeting the unit’s acid rain emissions limitation requirements for sulfur dioxide for the previous calendar year.

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

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

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

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

  • Closing Deadline means the date and time specified on the RFP Cover Page or any Addenda issued by TO LIVE, as the date and time by which Proponents must submit their Proposal;

  • Additional Closing has the meaning set forth in Section 2.3.

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

  • 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.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. New York ISO or NYISO: “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Assumed Final Distribution Date The Distribution Date occurring in November 2035.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • 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.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).