Closing Date Transfers definition

Closing Date Transfers means one or more transfers by Parent on the Closing Date of any of the following: (x) a portion of the cash proceeds of the Term Loans and the Senior Notes, (y) Term Loans and Senior Notes and (z) common stock of Parent to Windstream or an indirect wholly-owned Subsidiary of Windstream, in exchange for the contribution by Windstream or its Subsidiaries, pursuant to the Transfer Agreements, of certain of their assets to Parent or its Subsidiaries.
Sample 1Sample 2Sample 3
Closing Date Transfers means one or more transfers by the Issuer on the Issue Date of (x) the cash proceeds of term loans under the Senior Credit Facilities, (y) the term loans under the Senior Credit Facilities, the Notes and the Unsecured Notes and (z) common stock of the Issuer to Windstream Services or an indirect wholly-owned Subsidiary of Windstream Services, in exchange for the contribution by Windstream Services or its Subsidiaries, pursuant to the Transfer Agreements, of certain of their assets to the Issuer or its Subsidiaries.
Sample 1Sample 2
Closing Date Transfers. Equity assignments, transfers and contributions occurring on or immediately prior to the Closing Date which result in the Equityholders being the sole owners of the limited liability company membership interests in the Borrower and the USActive 56057294.10 Borrower being the sole owners of the limited liability company membership interests in each Guarantor.
Sample 1

Examples of Closing Date Transfers in a sentence

  • By written notice to the other party on or before the fifth Business Day following the Closing Date, Council or an Insurer may identify as an Ineligible Asset any asset that was transferred to such Insurer as part of the applicable Closing Date Transfers, and such parties will work in good faith for seven (7) Business Days following the receipt of such notice to agree on which, if any, assets constituting part of the applicable Closing Date Transfers are Ineligible Assets.

  • To the extent that the closing conditions of paragraph 11.b. and/or paragraph 11.c. are not satisfied as of the Closing Date [***], the conditions set forth in this paragraph 11.b. and 11.c. shall be deemed to have been waived following the delivery of the Closing Date Transfers; provided, however, the requirements of paragraph11.a. shall never be waived; provided further that the foregoing [***].

  • Subject to the Insurer’s receipt of the applicable Closing Date Transfers and any applicable GAC True-Up Premium (as defined in Schedule 8) due to the Insurer in accordance with this Commitment Agreement, the Insurer irrevocably agrees to issue the Contract, as described in paragraph 2, with an effective date that is the Closing Date.

  • Each Insurer will deposit the applicable Closing Date Transfers into the separate account that supports the applicable Contract.

  • Each Insurer acknowledges and agrees that, if the applicable Closing Date Transfers occur, then, from and after the Commitment Agreement Date, such Insurer bears any and all risks associated with each applicable Transferred Asset.

  • If any dispute with respect to any such information cannot be resolved on or prior to the Closing Date, Insurer’s determination will control for purposes of the Closing Date Transfers but Independent Fiduciary may direct the Plan Custodian to immediately commence an arbitration dispute with respect to any such information.

  • This Commitment Agreement (i) may be terminated at the Insurer’s option if the Closing Date Transfers were due and payable pursuant to paragraph 3 and have not occurred in accordance with this Commitment Agreement on the Closing Date, or (ii) will be terminated upon the payment of the [***].

  • The Contract, when executed contemporaneously with completion of the Closing Date Transfers, will be duly executed and delivered by Insurer and will be a valid and binding obligation of Insurer and enforceable against Insurer by the contract-holder and each Annuitized Life in accordance with its terms, subject to the Enforceability Exceptions.

  • Hence, by Lemma 4, C c C(q), q.e.d. By this claim and Lemma 6, (s} c W(p) for all p c U£.

  • Following the receipt by the Insurer of the Closing Date Transfers with respect to the Contract, the Plan, the Company and the Independent Fiduciary and their respective affiliates and representatives will not have any liability to pay any annuity payment under the Contract; provided further that, prior to the consummation of a Buy-Out Conversion, Insurer will not have any liability to pay any annuity payment under the Contract directly to any individual listed on the annuity exhibits to the Contract.


More Definitions of Closing Date Transfers

Closing Date Transfers means one or more transfers by Parent on the Initial Notes Issue Date of (x) the cash proceeds of term loans under the Senior Credit Facilities, (y) the term loans under the Senior Credit Facilities and the Existing Notes issued on the Initial Notes Issue Date and (z) common stock of Parent to Windstream Services or an indirect wholly-owned Subsidiary of Windstream Services, in exchange for the
Sample 1
Closing Date Transfers is defined in paragraph 3.a.
Sample 1

Related to Closing Date Transfers

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Permitted Affiliate Transactions means the following:

  • Affiliate Transactions has the meaning set forth in Section 5.31.

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

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Additional Closing Date shall have the meaning set forth in Section 2.3.2.

  • Sale Transaction has the meaning set forth in Section 3(a).

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

  • Affiliate Transaction has the meaning provided in Section 4.11.

  • 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.

  • Original Closing Date means March 21, 2013.

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Second Closing Date has the meaning set forth in Section 1.3.

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

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).