First Closing Interests definition

First Closing Interests has the meaning set forth in the recitals to this Agreement.
Sample 1Sample 2
First Closing Interests means: (i) the Entity Interests with respect to which any and all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) at the First Closing as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the First Closing Date; (ii) the Newco Interests of each Newco to which any Fund Interests shall have been directly or indirectly transferred prior to the First Closing; (iii) the Non-Consent Fund Interests; and (iv) the Required Consent Fund Interests with respect to which any and all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) at the First Closing as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the First Closing Date.
Sample 1

Examples of First Closing Interests in a sentence

  • From and after the First Closing, and subject to compliance with applicable Law, Parent and/or the Sellers shall retain title to the Required Consent Fund Interests of any Remainder Fund that shall have not become First Closing Interests that are transferred to Purchaser (or its designee) at the First Closing.

  • From and after the Second Closing, and subject to compliance with applicable Law, Parent and/or the Sellers shall retain title to the Required Consent Fund Interests of any Remainder Fund that shall have not become (A) First Closing Interests that are directly or indirectly acquired by Purchaser (or its designee) at the First Closing or (B) Second Closing Interests that are directly or indirectly acquired by Purchaser (or its designee) at the Second Closing.

Related to First Closing Interests

  • 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.

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

  • 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.

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

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

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

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

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

  • 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.

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

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

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

  • Scheduled Closing Date Has the meaning specified in the NPA.

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

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

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

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

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

  • Original Closing Date means March 21, 2013.

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

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