Pre-Closing Transaction definition

Pre-Closing Transaction has the meaning set forth in the Recitals.
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Pre-Closing Transaction has the meaning set forth in Section 5.16.
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Pre-Closing Transaction has the meaning set forth in Section 6.1.
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Examples of Pre-Closing Transaction in a sentence

  • It is anticipated that the Offering Price will bebetween $11.00 and $13.00 per Common Share.Common Shares Outstanding Following completion of the Pre-Closing Transaction, and prior to Closing,prior to the Offering: there will be 80,924,813 Common Shares issued and outstanding.

  • At least 3 Business Days prior to the Closing Date, Seller shall deliver executed and final copies of the Pre-Closing Transaction Documents, which agreements shall be effective immediately prior to Closing.

  • Prior to or concurrently with Closing, the Corporation will complete the Pre-Closing Transaction.

  • POT covenants and agrees with Baytex that it will vote or cause to be voted, its shares of Acquisition Co. as required to accomplish and give effect to the terms and conditions of the SPA, this Agreement, the Pre-Closing Transaction Agreements and the Post-Closing Transaction Agreements to which it is or will be a party.

  • Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition (excepting thereout the Pre-Closing Transaction), operations, results of operations, or future prospects of any of the Target and its Subsidiaries.

  • Subject to the terms and provisions set forth in this Agreement, each of the Parties agrees to complete (or cause their respective Affiliates to complete, as applicable), the Pre-Closing Transactions and to execute and deliver the Pre-Closing Transaction Agreements, and all such other agreements, documents and instruments as may be required or desirable to give effect to the Pre-Closing Transactions.

  • The Seller shall effect the Pre-Closing Transaction listed on Attachment 4.4 as Item 3 prior to the Closing.

  • For avoidance of doubt, none of the Pre-Closing Transaction documents shall be finalized without Purchaser’s prior approval.

  • On the date of this Agreement, all Permits held by Seller are Flow Business Assets or Flow Switzerland IP Assets, as applicable, hereunder, and to the extent transferable, are to be transferred to a Purchased Entity pursuant to a Pre-Closing Transaction.

  • Subject to adjustment as provided in Sections 2.02 and 2.03, the aggregate consideration to be paid for the Shares is Ninety-Three Million and No/100 Dollars ($93,000,000.00) less the amount of Pre-Closing Indebtedness, less the Pre-Closing Transaction Expenses (the “Cash Consideration”), subject to adjustment based upon the Working Capital of Insurance Group, the Indebtedness of Insurance Group and the Insurance Group Transaction Expenses, as provided in Sections 2.02 and 2.03.


More Definitions of Pre-Closing Transaction

Pre-Closing Transaction means the transactions pursuant to which Ayshire Arkansas conveys all right, title and interest in and to the Fayetteville Property to Beechwood, and the limited liability company interests in Beechwood are transferred to the Sellers in consideration for the partial redemption of outstanding shares of the Company, as further contemplated by the Pre-Closing Transaction Agreement.
Sample 1
Pre-Closing Transaction means a financial event that will occur within 30 days of the effective date of this agreement and prior to the date of closing.
Sample 1
Pre-Closing Transaction means the transaction, effective June 30, 2018, whereby the board of directors of the Target approved the payment of a dividend of excess cash from the Target paid to the Seller prior to the Closing.
Sample 1

Related to Pre-Closing Transaction

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

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

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

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

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

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

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

  • Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

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

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

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

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

  • IPO Closing Date means the closing date of the IPO.

  • 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.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

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

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Sale Transaction has the meaning set forth in Section 3(a).

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

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.