Stage II Closing definition

Stage II Closing shall have the meaning given to such term in Section 5(b).
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Stage II Closing shall have the meaning set forth in the Alliance Agreement; provided that if the Stage II Closing shall not occur, it shall be deemed to have occurred as of the Stage I Closing.
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Stage II Closing. The closing (the "Stage II Closing") of the ---------------- ---------------- transfer to the Partnership of the Xxxx Atlantic Conveyed Assets and the Xxxx Atlantic Assumed Liabilities and the Vodafone Stage II Conveyed Assets and the Vodafone Stage II Assumed Liabilities, and the transactions contemplated in connection therewith by this Agreement shall take place on or before the earlier of (1) the first anniversary of the Stage I Closing and (2) the tenth Business Day following the date of the consummation of the acquisition by Xxxx Atlantic of the Xxxx Atlantic Conveyed Assets or the first date that Xxxx Atlantic no longer has any right to acquire the Xxxx Atlantic Conveyed Assets, in either case subject to the satisfaction or waiver of the conditions precedent set forth in Section 6.3 hereof, or such other date as the Parties shall agree. The Stage II Closing shall take place at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other location as the Parties shall agree. The date of the Stage II Closing is sometimes herein referred to as the "Stage II Closing Date." At the Stage II Closing and subject to the terms and --------------------- conditions herein contained, Xxxx Atlantic and Vodafone shall deliver, or cause to be delivered, to the Partnership such deeds, assignments, bills of sale and other good and sufficient instruments and documents of conveyance and transfer (which shall include stock powers in the case of Conveyed Subsidiaries and partnership interest assignments in the case of Conveyed Partnerships) as shall be necessary and effective (in the reasonable opinion of counsel to Vodafone, consistent with the provisions of this Agreement) to transfer and assign to, and vest in, the Partnership all of the right, title and interest of Xxxx Atlantic in and to the Xxxx Atlantic Conveyed Assets and of Vodafone in and to the Vodafone Stage II Conveyed Assets to the extent and as provided in this Agreement, and Vodafone and Xxxx Atlantic shall cause the Partnership to deliver to each of Xxxx Atlantic and Vodafone undertakings whereby the Partnership will assume and agree to pay, discharge or perform, as appropriate, the Xxxx Atlantic Assumed Liabilities and the Vodafone Stage II Assumed Liabilities, respectively, to the extent and as provided in this Agreement.
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Examples of Stage II Closing in a sentence

  • The representations and warranties of Heartland and CS Wireless contained in this Agreement shall be complete and correct in all material respects when made and at the Stage II Closing Date (except to the extent that such representations and warranties relate specifically to an earlier date).

  • Each of Heartland and CS Wireless shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by each of them prior to or on the Stage II Closing Date.

  • Notwithstanding any provision to the contrary in this Article VIII or the Investment Agreement, prior to the earlier date to occur of the Stage II Closing Date or the first anniversary of the Stage I Closing Date, no Partner shall have the right to transfer any of the Partnership Interest in the Company held by such Partner, except to a Wholly-Owned Subsidiary of such Partner made in accordance with the provisions of Section 8.2(a) below or to an Affiliate of such Partner pursuant to Section 8.2(b) below.

  • On the Stage II Closing Date, the Stage II Transactions shall (A) be permitted by the laws and regulations of each jurisdiction or Governmental Authority, including, without limitation, the FCC, to which Heartland or CS Wireless or any of their respective affiliates, as the case may be, is subject, and (B) not violate any applicable law or regulation.

  • Furthermore, Xxxx Atlantic shall, and shall cause Cellco to, cooperate with Vodafone and use its commercially reasonable efforts to cause all of the conditions to the obligations of Xxxx Atlantic and Vodafone under this Agreement to be satisfied on or prior to the Stage I Closing Date and the Stage II Closing Date, as applicable.

  • At the Stage II Closing, Xxxx Atlantic shall contribute to the Partnership the Xxxx Atlantic Indebtedness associated with the Xxxx Atlantic Wireless Business in an amount not to exceed the Cellco Stage II Debt Cap.

  • The Parties shall cause PrimeCo PCS, L.P. to dispose, subject to the contribution of the Xxxx Atlantic Conveyed Assets at the Stage II Closing, of substantially all of the assets and liabilities thereof pursuant to Section 2.6.2 and to promptly distribute the proceeds from each such disposition to the partners thereof in proportion to their respective ownership interests.

  • Upon the later to occur of the Stage II Closing or the disposition of a Vodafone Stage II Conflicted System, Vodafone and the Partnership shall enter into an Indemnity Agreement with respect to any such disposed System.

  • Furthermore, Vodafone shall cooperate with Xxxx Atlantic and use its commercially reasonable efforts to cause all of the conditions to the obligations of Xxxx Atlantic and Vodafone under this Agreement to be satisfied on or prior to the Stage I Closing Date and the Stage II Closing Date, as applicable.

  • The consummation of the IPO may occur at any time following (i) the Stage II Closing, if Xxxx Atlantic is the initiating party, or (ii) the third anniversary of the Stage I Closing, if Vodafone is the initiating party.


More Definitions of Stage II Closing

Stage II Closing is the date of consummation of the second step of the transaction. It is contemplated that on this date, additional wireless assets would be contributed by the Parties to the Partnership. The Stage II Closing is intended to occur on or before the earlier of the first anniversary of the Stage I Closing, and the tenth Business Day after the date Xxxx Atlantic either acquires GTE corporation ("GTE"), or the date Xxxx Atlantic no longer has any right to acquire GTE.
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Related to Stage II Closing

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

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

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

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

  • 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.

  • Final Closing means the last closing under the Private Placement;

  • 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.

  • Second Closing Date means the date of the Second Closing.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

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

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

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

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

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

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

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • 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.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

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

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

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

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.