Diamond Closing definition

Diamond Closing means the “Closing,” as defined in that certain Transaction Agreement, dated as of December 10, 2015, among The Dow Chemical Company, Parent, Dow Corporation, and HS Upstate Inc.
Sample 1

Examples of Diamond Closing in a sentence

  • Absent fraud or manifest error, the Diamond Closing Adjustment Amount as set forth in the Diamond Closing Estimate Statement shall be used to calculate the issuances and payments to the Diamond Sellers at Closing, subject to the Diamond Sellers’ indemnification obligations under Section 14.3 with respect to any Diamond Final Deficit.

  • Nephrite, Opal Feeder and the Buyer shall instruct the Accounting Firm to make a final determination of the items included in the Diamond Closing Balance Sheet, the Opal Closing Balance Sheet and the Post-Closing Statement (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement.

  • Any Notice of Disagreement shall (x) specify in reasonable detail the nature and amount of any disagreement so asserted, and (y) only include disagreements based on mathematical errors or based on the Diamond Closing Balance Sheet, Opal Closing Balance Sheet or Closing Statement not being prepared in accordance with this Agreement.

  • During the 20 days immediately following Nephrite’s and Opal Feeder’s respective receipt of the Diamond Closing Balance Sheet, Opal Closing Balance Sheet and the Post-Closing Statement, subject to execution and delivery of a customary hold harmless letter in favor of the Person(s) preparing such work papers, Nephrite and Opal Feeder shall be permitted to review such working papers relating to the Diamond Closing Balance Sheet, Opal Closing Balance Sheet and the Post-Closing Statement.

  • The Diamond Closing Balance Sheet, Opal Closing Balance Sheet and the Post-Closing Statement shall become final and binding upon the parties 20 days following Nephrite and Opal Feeder’s receipt thereof unless either of the same gives written notice of its disagreement (each a “Notice of Disagreement”) to the other and the Buyer prior to such date.

Related to Diamond Closing

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

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

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

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

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

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

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

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

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

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

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

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Final Closing means the last closing under the Private Placement;

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • 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.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

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

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • 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.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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