Specified Pre-Closing Covenants definition

Specified Pre-Closing Covenants means the covenants and agreements in this Agreement set forth in Sections 7.01(a)(ii) through (viii) and 7.01(b)(iv) through (x).
Specified Pre-Closing Covenants means the pre-closing covenants to be performed by the Sellers and the Xxxxxxx Companies contained in (x) clauses (a), (b), (c), (d), (h), (i), (j), (n) and (o) of Section 6.1 and (y) Section 6.7.

Related to Specified Pre-Closing Covenants

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

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

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

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

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

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

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • 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.

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

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

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

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

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

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • 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.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

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

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • 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.

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

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Additional Closing Date shall have the meaning set forth in Section 2.3.2.