The City Council shall appoint a Zoning Hearing Board, which Zoning Hearing Board shall adopt rules to govern its procedures.
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.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Adjustment Spread means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Purchase Price Adjustment shall have the meaning specified in Section 3.02.
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Adjustment Escrow Amount means $1,000,000.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Earnout Shares has the meaning set forth in Section 3.6(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Adjustment Note has the meaning given in the GST Legislation;
Purchase Price Adjustment Escrow Amount means $3,000,000.
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Closing Statement means the Closing Statement in the form on Annex A attached hereto.