Closing Textura Shares means 228,987 shares of common stock of Textura Parent.
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
First Closing has the meaning set forth in Section 2.1(a).
Second Closing has the meaning set forth in Section 2.2.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Second Closing Date means the date of the Second Closing.
Acquisition Closing Date means the date on which the Acquisition is consummated.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
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 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.
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.