Deferred Closing definition

Deferred Closing has the meaning set forth in Section 2.9(a).

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Deferred Closing means the Deferred Malaysia Closing, Deferred Saudi Closing, the Deferred Bahrain Closing and Deferred Abu Dhabi Closing, as applicable.

Deferred Closing shall have the meaning set forth in Section 9.5.

Examples of Deferred Closing in a sentence

At the time the Purchaser was offered the Shares and Warrants it was, at the date hereof it is, on each of the Closing Date and Deferred Closing Date it will be, and on each date on which it exercises Warrants it will be, either (i) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act.
Following the Closing, no member of the ▇▇▇▇▇▇▇ Group, Deferred Business or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred Businesses), on the other hand.
Notwithstanding any investigation made by any party to this Agreement, all covenants and agreements made by the Company and the Purchaser herein and in the certificates for the Shares and the Warrants delivered pursuant hereto shall survive the execution of this Agreement, the Closing and the Deferred Closing (as the case may be), the delivery to the Purchaser of the Shares and Warrants being purchased and the payment therefor.
The Shares and the Warrants issuable on each of the Closing Date and the Deferred Closing Date, as the case may be, have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description of the Common Stock set forth in the Company’s Form 8-A filed with the Commission on May 13, 1993 (the “Form 8-A”).
Each of the Company, its directors and officers has not distributed and will not distribute prior to the Closing Date or the Deferred Closing Dates any offering material, including any “free writing prospectus” (as defined in Rule 405 promulgated under the Securities Act), in connection with the offering and sale of the Shares other than the SEC Reports or any amendment or supplement thereto.

More Definitions of Deferred Closing

Deferred Closing shall have the meaning assigned thereto in Section ‎2.3.5.

Deferred Closing has the meaning given in Clause 13.10;

Deferred Closing means: (a) with respect to any GSK Delayed Company, completion of the transfer of such GSK Delayed Company by the GSK Group to the Haleon Group; and (b) with respect to any Pfizer Delayed Company, completion of the transfer of such Pfizer Delayed Company by the Pfizer Group to the Haleon Group;

Deferred Closing has the meaning given such term in Section 16.01(a).

Deferred Closing means the Second Investment Closing, the Third Investment Closing and/or the Fourth Investment Closing, as applicable.

Deferred Closing shall have the meaning set forth in Section 13.1.

Deferred Closing has the meaning given in Section 1.4(b)(2).

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