Closing shall definition

Closing shall mean the consummation of the Contemplated Transactions on the Closing Date, effective as of the Effective Date, pursuant to Article 5.
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Closing shall have the meaning given in Section 2.1.
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Examples of Closing shall in a sentence

  • Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

  • The representations and warranties of the Company made herein or in any certificates delivered in connection with the Closing shall survive the Closing without limitation.

  • Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

  • All covenants and agreements, other than those which by their terms apply in whole or in part after the Closing, shall terminate as of the Closing.

  • Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree.

  • All actions taken at a Closing shall be deemed to have occurred simultaneously.

  • The fees and costs related to the Closing shall include but not be limited to a title search (including the abstract and any owner’s title policy), preparation of the deed, transfer taxes, recording fees, and any other costs by the title company that is in standard procedure with conducting the sale of a property.

  • Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

  • Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

  • After Closing, which Closing shall not occur until the Recipient's submission of the Request to Proceed and the Recipient's receipt of the Notice to Proceed, the Recipient may submit a Disbursement Request to the OPWC for reimbursement of acquisition and other eligible costs.

Related to Closing shall

  • 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.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

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

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

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

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

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

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

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

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

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

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • IPO Closing Date means the closing date of the IPO.

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

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

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

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

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

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

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

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

  • First Delivery Date means the first date by which the commodity for a Futures Contract can be delivered in order for the terms of the Futures Contract to be fulfilled.

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