GHH Closing Debt definition

GHH Closing Debt means (1) GHH accounts payable over 60 days old as of the Closing Date; (2) project financing from Premier to GHH to the extent not repaid prior to the Closing; and (3) advances from Premier to GHH in connection with expenses related to the transactions contemplated by this Agreement, to the extent not repaid prior to the Closing. Such GHH Closing Debt will be deemed to be the equivalent of that number of shares of GHH Common Stock derived by dividing the GHH Closing Debt by 70% of the volume weighted average price of the GHH Common Stock for the 20 days prior to the Effective Date, and the number of shares of Premier Common Stock into which the same would have been converted on the Closing shall also be deducted from the Merger Shares.
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Examples of GHH Closing Debt in a sentence

  • Except as set forth on Schedule 5.6, as of the Closing Date, GHH shall have no (a) accounts payable that are outstanding for more than sixty (60) days other than GHH Closing Debt; or (b) debts, liabilities or obligations, contingent or otherwise, except as incurred in the normal course of business and disclosed, in writing, to Premier prior to Closing.

Related to GHH Closing Debt

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

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

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Funding Debt means any Debt incurred by or on behalf of the General Partner for the purpose of providing funds to the Partnership.

  • 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.

  • Second Closing Date means the date of the Second Closing.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

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

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

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

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

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

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Additional Closing Date has the meaning set forth in Section 3.

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

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

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

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

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

  • Existing Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before giving effect to the consummation of the Transaction.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Loan Closing Date means the date upon which the Loan is made to the Company.

  • 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.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

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