Definitive Closing Statement definition

Definitive Closing Statement has the meaning set forth in Section 2.2(c).
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Definitive Closing Statement means (a) if Seller does not deliver a Dispute Notice within thirty (30) days after receipt of the Proposed Closing Date, the Proposed Closing Statement in accordance with Section 2.5(b) or (b) if Seller does deliver a Dispute Notice within thirty (30) days after receipt of the Proposed Closing Date, the revised closing statement delivered by Buyer in accordance with Section 2.5(d).
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Definitive Closing Statement means the Proposed Closing Statement as adjusted by Buyer and delivered to the Company within forty-five (45) days after Closing subject to the adjustment procedures described in Section 2.5.
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Examples of Definitive Closing Statement in a sentence

  • To the extent that the Definitive Closing Statement shows assets at Escrow Closing net of liabilities to be different from the same assets net of the same liabilities on the WMM Financial Statements as of September 30, 1996 (excluding the effects of any adjustments related to the receivable from TMG), and as adjusted in accordance with GAAP, the Consideration shall be increased or reduced, as the case may be, on a dollar for dollar basis.

  • The Final Closing Statement as so adjusted shall constitute the Definitive Closing Statement and shall be binding on ProMedCo and the HSI and Shareholders.

  • To the extent that the Definitive Closing Statement shows assets at Closing net of liabilities to be different from $3,601,573 plus the proceeds from any exercise of stock options under HP's stock option plan on and after April 30, 1997, the Consideration shall be increased or reduced, as the case may be, to the nearest $.1.00 on a dollar for dollar basis.

  • If the Company does not deliver a Dispute Notice within such fifteen (15) day period, then the Company will have been deemed to have accepted the Definitive Closing Statement, which shall be final, conclusive and binding upon all Parties.

  • For a period of fifteen (15) days following Company’s receipt of a Dispute Notice (the “Dispute Period”), Representatives of Buyer and the Company shall use their reasonable best efforts to resolve all disagreements with respect to the Definitive Closing Statement set forth in such Dispute Notice through the joint consultation of Buyer and the Company.

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  • Kennedy : The Court of Justice of the European Communities, Sweet & Maxwell, London, 1994, p.

  • To the extent that the Definitive Closing Statement shows Assets at Closing net of Assumed Balance Sheet Liabilities to be different from the same assets net of the same liabilities on the HealthAmerica Financial Statements as of June 30, 1997, the Consideration shall be increased or reduced, as the case may be, on a dollar for dollar basis; provided however, if the adjustment is less than $5,000, neither party shall have an obligation to make any payment to the other.

  • The Final Closing Statement as so adjusted shall constitute the Definitive Closing Statement and shall be binding on ProMedCo, ProMedCo- Northern and the Shareholders.

  • A subscription to the web-based Query Manager product is under evaluation to determine whether the town officials who would be the primary users feel there is value in subscribing to this service.

Related to Definitive Closing Statement

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • 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.

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

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Preliminary Closing Statement has the meaning specified in Section 2.3(a)(ii).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Allocation Statement has the meaning set forth in Section 2.5.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Definitive Agreement means that certain Securities Purchase Agreement by and between Issuer and Treasury, dated as of the Signing Date.

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Definitive Warrant means a Warrant Certificate in definitive form that is not deposited with the Depositary or with the Warrant Agent as the Warrant Custodian.

  • Definitive Capital Securities means any Capital Securities in definitive form issued by the Trust.

  • Offering Statement means the offering statement on Form 1-A (File No. [_________]) filed by the Company with the Commission on [_________], and the offering circular filed pursuant to Rule 253(g)(2) of the Securities Act on [_________], pursuant to which the Company has qualified for sale a maximum of $50,000,000 of its Common Shares under Regulation A of the Securities Act, as such offering statement may be amended or supplemented from time to time, or such other offering statements that the Company may qualify or register under the Securities Act from time to time.

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Definitive Documents means the documents set forth in Section 3.01.

  • Definitive Agreements has the meaning set forth in Section 5.11(a).

  • Definitive Notes shall have the meaning specified in Section 2.11 of the Indenture.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Objections Statement has the meaning set forth in Section 2.9(b).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).