Closing Seed Capital Finalization Date definition

Closing Seed Capital Finalization Date means the date which is thirty (30) days after the date on which the Closing Seed Capital Statement is delivered by Parent to Seller; provided, however, that if Seller delivers a Notice of Disagreement within such 30-day period, and if any change to the Closing Seed Capital Statement is agreed to by Seller and Parent in accordance with this Section 4.5, then the date on which Seller and Parent agree in writing to all outstanding disputed line items set forth in the Notice of Disagreement shall be the Closing Seed Capital Finalization Date; provided, further, that if Seller and Parent cannot agree upon any line item contained in the Notice of Disagreement, including the Final Seed Capital Adjustment Amount or the Final Seed Capital Excess Amount, then the date on which the Accounting Firm delivers its decision with respect to such dispute in accordance with this Section 4.5 shall be the Closing Seed Capital Statement Finalization Date.
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Related to Closing Seed Capital Finalization Date

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

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

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

  • 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.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

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

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

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

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • 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.

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

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • 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.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).