Share Purchase Straddle Period means, in relation to a Person, the taxable period of that Person that includes (but does not end on) the SPA Closing Date;
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.
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.
Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
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.
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
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.
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Selling Period means any Forward Hedge Selling Period or any Issuance Selling Period.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends after the Closing Date.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
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.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.