Asset Purchase Closing definition

Asset Purchase Closing means “Closing” as such term is defined in the Asset Purchase Agreement on the date hereof.
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Asset Purchase Closing is as defined in the Purchase Agreement.
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Asset Purchase Closing has the meaning set forth in Section 11.3 of this Agreement.
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Examples of Asset Purchase Closing in a sentence

  • The obligations of each Seller to consummate the transactions contemplated herein to be consummated on the License-Related Asset Purchase Closing Date are subject to the delivery, on or prior to the License-Related Asset Purchase Closing Date, of the Certificate required pursuant to Section 4.4(c) relating to the vesting of rights under the Warrants to purchase all remaining Warrant Shares that have not yet vested.

  • On the date hereof and as of the Asset Purchase Closing, without giving effect to the transactions contemplated by the Purchase Agreement, neither Corning nor any Affiliate of Corning beneficially owns any Avanex Securities.

  • In consideration for the assignment of the Option Agreement hereunder, Braeburn shall pay to FX US$8,000,000, as promptly as commercially practicable but in any event not later than [***] days of the date of the Asset Purchase Closing, by wire transfer in immediately available funds to the following account: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”.

  • Between the date of this Agreement and the Asset Purchase Closing, the Company will not, and will not permit any Subsidiary to, issue, sell or purchase or agree to issue, sell or purchase any capital stock or any Option Security or Convertible Security of the Company or any Subsidiary.

  • Such licenses shall be limited to Corning Licensed Copyrights which rightfully come into the possession of Avanex as of the Asset Purchase Closing pursuant to the Purchase Agreement.

  • On and after the Asset Purchase Closing, upon the reasonable request of a Party, the other Party shall prepare, execute and deliver such other and further agreements, instruments, certificates, and other documents, and take, do and perform such other and further actions, as may be reasonably necessary or appropriate in order to effectuate the purposes and intent of this Agreement and to consummate the Asset Purchase.

  • At the Asset Purchase Closing, Buyer shall ------------------- deliver to the Company an Assumption Agreement in the form of Exhibit 1.3 ----------- whereby Buyer assumes and agrees to pay and perform when due (subject to the provisions of this Agreement) the Assumed Liabilities and agrees to indemnify the Company for all amounts incurred by the Company as a result of the Buyer's failure to pay the Assumed Liabilities when due.

  • If the Parties are to consummate the Asset Purchase, the Company shall use commercially reasonable efforts to obtain any third party consents necessary to assign the Contracts related to the Business at the Asset Purchase Closing.

  • The parties further acknowledge and agree that the Programming Agreement and Access Agreement will terminate concurrently with the termination of the Full Turnkey Agreement and the Second NSA Agreement at the Asset Purchase Closing.

  • Between the date of this Agreement and the License-Related Asset Purchase Closing Date, Sellers shall promptly notify Purchaser of the occurrence of any breach of any covenant of Sellers in this Article 7 or of the occurrence of any event that may make the satisfaction of the conditions in Article 8 impossible or unlikely.


More Definitions of Asset Purchase Closing

Asset Purchase Closing shall have the meaning specified in Section 4.1(a).
Sample 1

Related to Asset Purchase Closing

  • Asset Purchase has the meaning set forth in the Recitals.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Second Closing has the meaning set forth in Section 2.2.

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

  • 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.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • First Closing has the meaning set forth in Section 2.1(a).

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

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

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

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

  • 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.

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

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Stock Purchase Date has the meaning specified in the Stock Purchase Contract Agreement.

  • Purchase and Sale Agreement means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.

  • 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.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

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

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

  • Net Purchase Price has the meaning set forth in Section 2.1.