Original Closing Date Transaction Costs definition

Original Closing Date Transaction Costs means (a) fees and expenses in connection with the Original Closing Date Transaction and (b) one-time cash charges incurred by Holdings and its Subsidiaries in connection with information technology restructuring and integration costs associated with the Merger (as defined in the Original Credit Agreement), separation, integration and/or consolidation of the SpinCo Business (as defined in the Separation Agreement (as defined in the Original Credit Agreement)) with Holdings and its Subsidiaries including, but not limited to, costs with respect to the personnel, assets and operations of Holdings and its Subsidiaries.

Related to Original Closing Date Transaction Costs

  • 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.

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

  • Original Closing Date means March 21, 2013.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Additional Closing Date shall have the meaning set forth in Section 2.3.2.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

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

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

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

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

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • 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.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

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

  • 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.

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

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

  • 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.

  • Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.

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

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

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.