Closing MAE means “Company Material Adverse Effect” as such term is defined in the Acquisition Agreement.
Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Final Closing Statement has the meaning set forth in Section 2.5(d).
Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Second Closing has the meaning set forth in Section 2.2.
Second Closing Date has the meaning set forth in Section 1.3.
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 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.
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
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.
First Closing has the meaning set forth in Section 2.1(a).
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
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.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Put Closing Date shall have the meaning set forth in Section 2.3.8.