Closing Condition Date definition

Closing Condition Date means any calendar date prior to the completion of the Closing Period upon which all of the Closing Period Conditions shall have been satisfied or waived, other than those Closing Period Conditions that by their nature are to be satisfied as of the Closing (provided that all such Closing Period Conditions could be satisfied if the Closing were scheduled on such date or, if such date is not a Business Day, such Closing Period Conditions could be satisfied if the Closing were scheduled on the next succeeding Business Day). Notwithstanding the foregoing, (i) in the event that Mosaic shall publicly announce any intention to restate any historical financial statements included in the Mosaic Recent Filings or in any of the Mosaic Parties’ SEC Reports filed or required to be filed with the SEC thereafter or that any such restatement is under consideration, no date shall constitute a Closing Condition Date until the first Business Day after the date upon which such restatement shall have been completed or Mosaic shall have publicly announced that it has concluded that no restatement is required, (ii) in the event that Mosaic shall have failed to file with the SEC when due any report that is required to be filed by Mosaic with the SEC under the Exchange Act, no date shall constitute a Closing Condition Date until the first Business Day after the date upon which such report shall have been filed with the SEC, (iii) in the event that Mosaic’s independent registered public accounting firm shall have failed (other than during a Dead Period) to confirm (within three Business Days after a request for such confirmation from Cargill or any of the joint book running managing underwriters of the First Formation Offering, which request shall be accompanied by a customary “circle-up” of items included, or incorporated by reference, in the Registration Statement for which comfort is requested) that such independent registered public accounting firm would then be prepared to issue to each underwriter in the First Formation Offering (if the First Formation Offering were to then be effected) a customary comfort letter in accordance with AU 634 (and applicable interpretations thereof), including, without limitation, customary negative assurances and covering customary change period matters, with respect to the historical financial information of Mosaic included, or incorporated by reference, in the Registration Statement, subject only to completion of customary procedures, no date ...
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Related to Closing Condition Date

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

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

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

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

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

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

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • 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;

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

  • 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.

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

  • Third Closing Date has the meaning set forth in Section 2.2(c).

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

  • Closing Day means (a) the Restatement Date and (b) with respect to any Accepted Note, the Business Day specified for the closing of the purchase and sale of such Accepted Note in the Confirmation of Acceptance for such Accepted Note, provided that (i) if the Company and the Purchaser which is obligated to purchase such Accepted Note agree on an earlier Business Day for such closing, the “Closing Day” for such Accepted Note shall be such earlier Business Day, and (ii) if the closing of the purchase and sale of such Accepted Note is rescheduled pursuant to Section 3.2, the Closing Day for such Accepted Note, for all purposes of this Agreement except references to “original Closing Day” in Section 2.7(b), shall mean the Rescheduled Closing Day with respect to such Accepted Note.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

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

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

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

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