First Step Closing definition

First Step Closing has the meaning set forth in the Purchase Agreement.
Sample 1Sample 2Sample 3
First Step Closing has the meaning set forth in Section 2.03.
Sample 1

Examples of First Step Closing in a sentence

  • All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof.

  • This Agreement shall terminate and be of no further force and effect upon the earlier of (i) the written consent of both Shareholders, (ii) the completion of the Second Step Closing, (iii) after the completion of a Qualified Public Offering, the first date on which Walgreens Beneficially Owns fewer Shares than the aggregate number of publicly listed and traded Shares and (iv) the 25th anniversary of the First Step Closing.

  • Any changes in the size or composition of the Company Board following the First Step Closing will be subject to the provisions of this Section 2.1 and Section 2.7.

  • Gibco and Walgreens expressly intend that following the First Step Closing (i) in general and except as provided herein, the governance and management of the Company and the Group shall continue in the same manner as in effect immediately prior to the First Step Closing and (ii) in particular, the members of the Company’s executive management immediately prior to the First Step Closing shall continue in place, unless and until removed or replaced in accordance with the terms of this Agreement.

  • Prior to the First Step Closing, the Buyer and the Company shall negotiate in good faith in order to be able at the First Step Closing to enter into a definitive joint venture agreement reflecting the principles set forth on Exhibit B and such other terms as the Buyer and the Company may mutually agree in writing prior to the First Step Closing (the “JV Agreement”).

  • The Buyer shall have delivered to the Seller an officer’s certificate, dated as of the First Step Closing Date and signed by a duly authorized officer of the Buyer, to the effect that the conditions set forth in paragraphs (a), (b) and (c) of this Section 8.03 have been satisfied.

  • Subject to Section 11.12, the Parties acknowledge and agree that following the First Step Closing (with respect to the First Step Acquisition) and the Second Step Closing (with respect to the Second Step Acquisition), other than in respect of fraud or willful breach, the indemnification provisions of this Article X will be the sole and exclusive remedy of the Buyer for claims under this Agreement.

  • The Company shall have delivered to the Buyer an officer’s certificate, dated as of the First Step Closing Date and signed by a duly authorized officer of the Company, to the effect that the conditions set forth in paragraphs (a), (c) and (d) of this Section 8.02 have been satisfied.

  • As of the First Step Closing Date, the Seller will own beneficially and of record and will have good and valid legal title to, the First Step Seller Company Shares, and the MEP Trustee will own of record, on behalf of the Managers, and will have good and valid legal title to, and the Managers will beneficially own, the First Step MEP Company Shares, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances.

  • No Loan or Letter of Credit, direct use of proceeds or other transaction by the Loan Parties contemplated by this Agreement will unlawfully violate any Anti-Corruption Law or applicable Sanctions Laws.

Related to First Step Closing

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

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

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

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

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

  • 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.

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

  • Additional Closing has the meaning set forth in Section 2.3.

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

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

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

  • Loan Closing means the date on which an executed Loan Agreement between the Trust and a Borrower is delivered pursuant to this Bond Resolution.

  • 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.

  • Seller’s Closing Documents as defined in Section 3.2(a).

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

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

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

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

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

  • 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.

  • 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.

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

  • 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.

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