Formal Consummation definition

Formal Consummation means the formal consummation of the sale of the Shares under this Agreement described in the Clause 5, which the parties acknowledge is ministerial in nature;

Examples of Formal Consummation in a sentence

  • The Formal Consummation Actions Agreement shall include the allocation of the Purchase Price to individual Shares and Sellers.

  • All of the Shares will be transferred to the Purchaser free from Encumbrances and together with all rights attached to them at the Formal Consummation Date.

  • The parties hereto acknowledge that the Formal Consummation is ministerial in nature and the Purchaser shall be entitled to the benefit of ownership of the Companies as of the Date of this Agreement as well as assume all obligations arising therefrom.

Related to Formal Consummation

  • Consummation means the occurrence of the Effective Date.

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Consummate A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Seller Documents shall have the meaning set forth in Section 4.2.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Buyer Documents has the meaning set forth in Section 5.2.

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

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Transactions means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

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

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.