Second Step Closing definition

Second Step Closing has the meaning set forth in the Purchase Agreement.
Sample 1Sample 2Sample 3
Second Step Closing has the meaning set forth in Section 3.04.
Sample 1

Examples of Second Step Closing in a sentence

  • All of the parties hereto recognize the community of interest that exists and will continue to exist until the First Step Closing and the Second Step Closing, and the parties hereto agree that such community of interest should continue to be recognized after each respective date thereof.

  • This Agreement shall terminate and be of no further force and effect upon the earlier of (i) the written consent of both Shareholders, (ii) the completion of the Second Step Closing, (iii) after the completion of a Qualified Public Offering, the first date on which Walgreens Beneficially Owns fewer Shares than the aggregate number of publicly listed and traded Shares and (iv) the 25th anniversary of the First Step Closing.

  • Each Shareholder acknowledges and agrees that pursuant to the Management Equity Incentive Plan, until the Second Step Closing, a portion of the total equity of the Group shall be held by management of the Company (such portion not to exceed 2.872% of the Group’s total share capital).

  • The Issuer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior to the First Step Investment Closing Date and the Second Step Closing Date, as applicable.

  • Prior to the Second Step Closing and except as expressly set forth in the Shareholders Agreement, nothing contained in this Agreement shall give the Buyer, directly or indirectly, the right to Control or direct the Company’s or its Subsidiaries’ or any other member of the AB Group’s business or operations, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to Control or direct the Buyer’s or its Subsidiaries’ business or operations.

  • In addition, at any time prior to the Effective Time, this Agreement shall automatically terminate and the Reorg Merger contemplated hereby shall automatically be abandoned if the Purchase and Option Agreement is terminated in accordance with its terms prior to the Second Step Closing.

  • The Fundamental Company Representations, except to the extent relating to the First Step Acquisition, shall be true and correct (in the case of Section 4.04(a) (second sentence only), 4.04(b) and 4.04(c) (first sentence only), other than de minimis inaccuracies) as of the Second Step Closing Date with the same effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date).

  • We first discuss the case near two dimensions and the limit d → 2.

  • Subject to Section 11.12, the Parties acknowledge and agree that following the First Step Closing (with respect to the First Step Acquisition) and the Second Step Closing (with respect to the Second Step Acquisition), other than in respect of fraud or willful breach, the indemnification provisions of this Article X will be the sole and exclusive remedy of the Buyer for claims under this Agreement.

  • If Tribune chooses to pay interest at the rate specified in clause (i), and the Initial Senior Loans are not repaid in whole within the three-month period following the Second Step Closing Date, the LIBOR Spread will increase by 50 basis points at the end of such three-month period and shall increase by an additional 50 basis points at the end of each three month period thereafter until, but excluding, the Initial Maturity Date.

Related to Second Step Closing

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

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

  • 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).

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

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

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

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

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

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

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

  • Seller’s Closing Documents as defined in Section 3.2(a).

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

  • 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.

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

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

  • 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.

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

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

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

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

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

  • 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 Date shall have the meaning ascribed to such term in Section 2.2(c).