Specified Closing Date definition
Examples of Specified Closing Date in a sentence
The Specified Closing Date Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects if already qualified by materiality) on and as of the Closing Date.
The closing of the transactions contemplated hereby (a “Deferred Closing”) with respect to each Deferred Target Company shall be deferred until the first Specified Closing Date on which all of the conditions described in Section 2.9(c) and Section 2.9(d) are satisfied or waived (a “Deferred Closing Date”) with respect to such Deferred Target Company.
To be valid for the purposes hereof (but subject always to the Subscriber’s waiver of any such requirement in whole or in part), the Corporation must not be in default under the Debentures without regard to any applicable cure periods, and such notice must set out: (i) the Additional Subscription Price; (ii) the Specified Closing Date; and (iii) wire transfer instructions (if applicable).
Each Debenture actually issued to the Buyer is referred to as a “Debenture.” The principal amount of each Debenture issued on the relevant Closing Date shall be as provided in the Allocation of Debentures, Cash Purchase Price Amount and Purchase Notes for Specified Closing Date attached hereto as Annex XIV (the “Allocation Table”).
Notwithstanding the preceding sentence, Parent may shorten the Marketing Period by delivering written notice to the Company specifying an earlier Closing Date during the Marketing Period (the “Parent Specified Closing Date”), provided that notice of the Parent Specified Closing Date is delivered to the Company at least two Business Days prior to the Parent Specified Closing Date.
For the further avoidance of doubt, a Closing Demand Notice may be delivered by Buyer only if all Closing conditions in favor of the Stockholder set forth in Sections 10.1 and 10.3 are satisfied or capable of satisfaction without waiver by Stockholder on or before any potential Specified Closing Date.
Any variation of the Specified Closing Date shall be effective only if agreed to in writing by the Corporation and the Subscriber.
Notwithstanding the foregoing, (A) the only representations the accuracy of which shall be a condition to the availability of the Revolving Loans on the Closing Date shall be the Specified Representations and the Specified Closing Date Merger Representations and (B) Section 4.02(b) shall not be a condition to the availability of the Revolving Loans on the Closing Date.
If Buyer validly submits a Closing Demand Notice pursuant to Section 3.2 of this Agreement, the rights conferred by this Section 7.3(c), along with any then-existing discussions between Parent, Seller, Stockholder, the Company or any of their Representatives and any third party pertaining to a Business Transaction, shall be suspended during the period of time between the receipt of Buyer’s Closing Demand Notice and the Specified Closing Date.
At or before 4:30 p.m. (Calgary time) on the Specified Closing Date, the Subscriber shall pay the aggregate Additional Subscription Price set forth in the Notice by certified cheque, bankers’ draft, wire transfer or such other manner of payment acceptable to the Corporation, acting reasonably.