The Seller undertakes that as long as the Purchaser or any of its Affiliates own the controlling stake in the Company the Seller shall not enter into any Voting Agreement with respect to the Seller Post-Closing Shares.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
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.
Second Closing has the meaning set forth in Section 2.2.
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Subsequent Closing has the meaning set forth in Section 3.2.
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.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Put Closing shall have the meaning set forth in Section 2.3.8.
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Put Closing Date shall have the meaning set forth in Section 2.3.8.
Second Closing Date has the meaning set forth in Section 1.3.
First Closing has the meaning set forth in Section 2.1(a).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.
Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Series Closing Date means the date designated as such in the Series Term Sheet.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).