Final Acquisition definition

Final Acquisition means, if applicable, the acquisition by AcquisitionCo of the issued and outstanding common stock, par value U.S. $0.015 per share, of Prima not acquired by AcquisitionCo in connection with the Initial Acquisition pursuant to a subsequent acquisition transaction, including a merger of AcquisitionCo and Prima pursuant to the Merger Agreement and the provisions of the Delaware General Corporation Law, the result of which is that Prima, which, in the event of any such merger, shall continue as the surviving corporation following such merger, becomes a direct wholly-owned Subsidiary of PCUSH and an indirect wholly-owned Subsidiary of Petro-Canada;
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Final Acquisition is defined in the sixth recital.
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Final Acquisition means the acquisition of the Final RAPIvD Shares by Gemina pursuant to the terms and conditions of this Agreement;
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Examples of Final Acquisition in a sentence

  • After Buyer agrees in writing that the Closing Statement (including the Final Acquisition Balance Sheet) is final (or fails to notify Seller of its acceptance or rejection of the Closing Statement within 30 days of the receipt thereof or any Disputed Amounts are resolved pursuant to Section 10.14), the parties shall determine whether either owes any amount to the other under this Section 1.02(e) (any such amount, the “Post-Closing Adjustment”).

  • The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Statement (including the Final Acquisition Balance Sheet) shall be conclusive and binding upon the parties hereto.

  • The Closing Statement (including the Final Acquisition Balance Sheet) shall not be final unless and until approved by Buyer in writing, which approval or rejection must be made by Buyer in writing within 30 days of its receipt thereof or such failure to notify Seller shall be deemed an approval of the Closing Statement.

  • If Buyer and Seller are unable to agree on either the Initial Acquisition Balance Sheet by September 20, 2014 or on the Closing Statement (including the Final Acquisition Balance Sheet) within 30 days after Seller delivers the Closing Statement to Buyer, Buyer and Seller shall resolve any such Disputed Amounts pursuant to Section 10.14.

  • At the time of, or immediately following, the determination of the Final Acquisition Consideration, the Payments Administrator shall mail or otherwise provide the Letter of Transmittal to such holder along with instructions thereto and a notice to the effect that the risk of loss and title to the Book Entry Shares and the Certificates shall pass only upon delivery of the Book Entry Shares and the Certificates to the Payments Administrator.

  • Seller shall prepare a statement setting forth the final determination of Tangible Net Worth as of the Closing Date, which shall be based on the Final Acquisition Balance Sheet, and the final Purchase Price (which, together with the Final Acquisition Balance Sheet, shall be the “Closing Statement”).

  • Any amounts paid pursuant to this Section 3.6(a) shall be paid by wire transfer of immediately available funds within three (3) Business Days of the determination of the Final Acquisition Consideration pursuant to Section 3.6(c) and (ii) shall be made net of any amounts to pay the Reviewing Accounting Firm’s fees and expenses incurred on behalf of such party.

  • At the same time, the City shall present Owners with a draft purchase and sale agreement and grant deed for effecting the conveyance of the Final Acquisition Portions.

  • Promptly following the preparation of the legal descriptions and plats for the Final Acquisition Portions, the City shall furnish Owners copies of the legal descriptions and plats and disclose the number of Final Removed Vines.

  • The Final Acquisition Consideration shall be allocated to the Assets in the manner set forth on Schedule 2.2 attached hereto (the "ALLOCATION SCHEDULE") and will be in compliance with and accord with Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE") and the Treasury Regulations thereunder.