Share Exchange Closing definition

Share Exchange Closing shall have the meaning given to it in Section 1.01;
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Share Exchange Closing has the meaning given to “Closing” in the Share Exchange Agreement.
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Share Exchange Closing shall have the meaning set forth in Section 2.02(c).
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Examples of Share Exchange Closing in a sentence

  • For purposes of this paragraph, the Company and its subsidiaries shall be deemed to refer to (1) Albireo Limited and its subsidiaries as they existed prior to the Share Exchange Closing Date and (2) the Company and its subsidiaries solely from and after the Share Exchange Closing Date.

  • All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock granted on or after the Share Exchange Closing Date have been duly authorized and validly issued and were issued in compliance with federal and state securities laws.

  • Since the Share Exchange Closing Date, the Company and its subsidiaries have conducted evaluations of the effectiveness of their disclosure controls as required by Rule 13a-15 of the Exchange Act.

  • For purposes of this paragraph, the Company and its Significant Subsidiaries shall be deemed to refer to (1) Albireo Limited and its Significant Subsidiaries as they existed prior to the Share Exchange Closing Date and (2) the Company and its Significant Subsidiaries solely from and after the Share Exchange Closing Date.

  • None of (i) Albireo Limited or any of its subsidiaries prior to the Share Exchange Closing Date or (ii) the Company or any of its subsidiaries from and after the Share Exchange Closing Date has received written notice from any insurer, agent of such insurer or the broker of the Company or any of its subsidiaries that any material capital improvements or any other material expenditures (other than premium payments) are required or necessary to be made in order to continue such insurance.

  • The date on which the Share Exchange Closing actually occurs is referred to in this Agreement as the “Share Exchange Closing Date”.

  • To the Company’s knowledge, all of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock granted prior to the Share Exchange Closing Date have been duly authorized and validly issued and were issued in compliance with federal and state securities laws.

  • The representations and warranties of both parties set forth in this LOI will be true, correct and complete in all respects as of the Share Exchange Closing, as though made on and as of the Share Exchange Closing.

  • This Agreement may be terminated by either party at any time prior to the Share Exchange Closing.

  • There is and, since the Share Exchange Closing Date, has been no failure on the part of the Company or, to the Company’s Knowledge, any of the Company’s officers or directors, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Related to Share Exchange Closing

  • Share Exchange has the meaning set forth in Section 2.1.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • First Merger shall have the meaning given in the Recitals hereto.

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

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

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

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

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

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

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

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

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Share Purchase has the meaning set out in Section 2.1.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).