Second Closing Interests definition

Second Closing Interests has the meaning set forth in the recitals to this Agreement.
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Second Closing Interests means: (i) the Entity Interests that are not First Closing Interests and with respect to which any and all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) at the Second Closing as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the Second Closing Date; (ii) the Remainder Funds, in each case, with respect to which all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the Second Closing Date; and (iii) any Holdover GP Takeback with respect to which all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such Holdover GP Takeback to Purchaser (or its designee) as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the Second Closing Date.
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Second Closing Interests has the meaning set forth in Section 2.01(c).
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Examples of Second Closing Interests in a sentence

  • Such Seller owns, beneficially and of record, its respective Second Closing Interests, free and clear of all Liens, except (i) as may be created by this Agreement, (ii) as may be set forth in the Governing Documents of the applicable Acquired Entity, and (iii) for any restrictions on sales of securities under applicable securities Laws.

  • The Sellers are, or will be at the Second Closing, the sole direct and indirect beneficial, record and legal owners of the Second Closing Interests free and clear of all Encumbrances, except for any Encumbrances created by this Agreement and restrictions on transfer under federal and state securities Laws, pursuant to any contractual restriction contained in the Organizational Documents of the Remainder Funds or applicable restrictions of HUD or applicable state housing agencies.

  • From and after the Second Closing, and subject to compliance with applicable Law, Parent and/or the Sellers shall retain title to the Required Consent Fund Interests of any Remainder Fund that shall have not become (A) First Closing Interests that are directly or indirectly acquired by Purchaser (or its designee) at the First Closing or (B) Second Closing Interests that are directly or indirectly acquired by Purchaser (or its designee) at the Second Closing.

  • The closing of the purchase and sale of the Second Closing Interests (the “Second Closing”) shall take place electronically by mutual exchange of portable document format (.PDF) signatures and electronic delivery of funds, on a date selected by the Purchaser after the satisfaction or waiver of the conditions to the Second Closing set forth in Section 8.03, or at such time and date as the Owner and the Purchaser may mutually agree in writing subject to the terms and conditions hereof.

Related to Second Closing Interests

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

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

  • 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.

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • 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.

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

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

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

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

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

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

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

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

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

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

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

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

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).