Pre-Signing definition
Examples of Pre-Signing in a sentence
Section 3(t) of the Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Pre-Signing Balance Sheet and will set forth a complete and accurate list of all Accounts Receivable as of the date of the Estimated Closing Balance Sheet, which list sets forth the aging of each such Account Receivable.
The parties further acknowledge that as of the date of this Agreement the sum of all the Original Advances and the Pre-Signing Advances is $111,679,324, and that $63,679,324 of such amount shall be applied as the purchase price for the Preferred Shares.
For purposes of this Agreement, “Equity Award Adjustment Amount” means an amount (positive or negative) equal to the product of (a) the difference of (i) the Seller Closing Equity Award Value minus (ii) the Seller Pre-Signing Equity Award Value, multiplied by (b) sixty percent (60%).
To Seller’s Knowledge, all Accounts receivable that are reflected on the Pre-Signing Balance Sheet, the Estimated Closing Balance Sheet or the Audited Closing Balance Sheet or on the accounting records of the Seller and the Division as of the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business.
The parties acknowledge that the Preferred Shares will be acquired by International in exchange for application of the amount determined by subtracting the Purchase Price from the sum of all Original Advances and Pre-Signing Advances.
Each Update shall specify whether it is a Pre-Signing Event Update or a Post-Signing Event Update.
Except as set forth in the Pre-Signing SEC Reports or pursuant to the Equity Incentive Plans, there are no outstanding options, rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities.
From and after the date of this Agreement, Purchaser and Seller will reasonably cooperate regarding the Pre-Signing Title Matters as more particularly set forth on Schedule 11.7(f).
Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be entitled to seek indemnification hereunder with respect to any matters relating to or arising out of the Pre-Signing Title Matters.
EXHIBIT E ESTIMATED DOLLARS DATE (IN THOUSANDS) MILESTONE ----------------- ------------- ------------------------------------------------------------------------- [*] Pre-Signing Payment [*] Signing Definitive Agreements [*] [*] Program Review Clinical Instruments Available [*] [*] Program Review Miniature Photospectometer Board Functional Test [*] [*] Program Review [*] Signed and Board Approved M.D. Ande▇▇▇▇ ▇▇▇ense and Successor Letter Agreement [*] [*] Calibration Component and Enclosure Tooling.