Acquisition Closings Sample Clauses

Acquisition Closings. (i) The transactions contemplated by the applicable Acquisition Agreement shall have been consummated (except for the payment of that portion of the purchase price thereunder being paid with the proceeds of Advances) substantially in accordance with the terms thereof and, in any event, in a manner reasonably satisfactory to Agent, including without limitation (A) the repayment in full in cash (simultaneously with, and from the proceeds of, Advances, or otherwise) or other satisfactory disposition of all Indebtedness of the applicable Sellers not being assumed by the Borrower or an Operating Company, and the release of all related liens and encumbrances on the properties transferred to the Companies under the applicable Acquisition and (B) the valid assumption by the Borrower or such Operating Company, or other satisfactory disposition, of all other liabilities of the applicable Sellers in respect of the assets and properties transferred under such Acquisition Agreement. (ii) The Agent shall have received evidence of the receipt of all material licenses, permits, approvals and consents, if any, required with respect to such Acquisition and any other related transaction contemplated by this Agreement (including without limitation the consents of the FCC to the sale contemplated by such Acquisition Agreement and to the collateral assignment of any related material agreements or licenses to the Agent, on behalf of the Lenders), and any other material consents or filings of or with applicable governmental authorities or other third parties. (iii) The applicable Sellers shall have consented to the collateral assignment to the Agent of the rights of the Borrower or the applicable Operating Company under the Acquisition Agreement and any other agreements executed thereunder, as required under Section 2.01(a)(vi). (iv) The Agent shall have received copies of the legal opinions delivered by the Seller(s) pursuant to the applicable Acquisition Agreement in connection with the Acquisition, together with a letter from each Person delivering an opinion (or authorization within the opinion) authorizing reliance thereon by the Agent and the Lenders to the extent reasonably obtainable. (v) Any other conditions imposed by the Required Lenders in giving their consent to such Permitted Acquisition shall have been satisfied.
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Acquisition Closings. Subject to the satisfaction (or waiver) of the conditions set forth in Section 4.2 and Section 5.2 below and provided that the related Acquisition is a Permitted Acquisition (other than the CCSI Acquisition), in consideration for each Buyer’s payment of its pro rata share of the Acquisition Closing Purchase Price (as defined below), (i) the Companies shall issue and sell to each Buyer listed on column two (2) of the Schedule of Buyers, and each such Buyer severally, but not jointly, agrees to purchase from the Companies on each Acquisition Closing Date (as defined below), a principal amount of Acquisition Notes up to an amount not to exceed the Maximum Acquisition Amount, in substantially the form attached hereto as Exhibit A-2, as is set forth in a notice of acquisition note purchase and sale (“Notice of Note Purchase and Sale”) in the form attached hereto as Exhibit F-2 delivered by the Companies to each such Buyer at least six (6) Business Days prior to each proposed Acquisition Closing Date (defined below), and (ii) Parent shall issue to each such Buyer its pro rata share of the number of shares of Common Stock to be issued on such Acquisition Closing Date as determined pursuant to Section 2.11 Each closing (each an “Acquisition Closing”) of the purchase of such Notes by any Buyers shall occur at the offices of Much Shelist, 000 Xxxxx Xxxxxx Xxxxx, Suite 1800, Chicago, Illinois 60606. The date and time of each Acquisition Closing (the “Acquisition Closing Date”) shall be 10:00 a.m., Chicago time, on the day that is three (3) Business Days following the date on which the conditions set forth in Section 5.2 have been satisfied or waived in accordance with this Agreement (provided such Acquisition Notes shall only be issued contemporaneously with the closing of the Acquisition of the of the business included in the Appraisal obtained for such Acquisition Closing). The aggregate purchase price (the “Acquisition Closing Purchase Price”) of the Notes to be purchased by the Buyers at each Acquisition Closing shall be equal to a minimum of $250,000 and multiple integrals of $250,000 above such minimum amount. On each Acquisition Closing Date, (i) each applicable Buyer shall pay its pro rata share of the Acquisition Closing Purchase Price to the Companies for the Notes to be issued and sold to such Buyer at the Acquisition Closing, by wire transfer of immediately available funds in accordance with the Companies’ written wire instructions, and (ii) the Companies...
Sample 1
Acquisition Closings o Track pending status dates (Expire / Exercise / Extend) for each landowner agreement including post-closing agreements using data entered into the Property Management System. o Contact Project Manager as deadlines approach and request decision (Expire, Exercise, or Extend (if available)). ▪ If Expire - Notify Land Agent & Send Notice to Target Landowner. ▪ If Exercise - Notify Land Agent & Send Notice to Target Landowner. ▪ If Extend – Order check, notify Land Agent & Send Notice / Extension Payment to Landowner. Log in all notices (Expire, Exercise, & Extend) to CMP/PMS; file in e-folders and paper files. o Exercised Options & Purchase-Sale agreements - Prepare for closing once Terms and Conditions, mandated by the MPUC or PSC and Environmental Assessments are cleared. If they are not, work with project management, land agent, outside counsel, Xxxxxxxxx and others to fix, or decline to acquire and find alternatives. o Prepare deed with legal description and all other required closing documents once satisfactory Due Diligence is completed. o Review Closing Documents and circulate them for signatures and notarized as required. Upload final scan document into the Property Management System and/or Livelink and complete the data required into the corporate database PMS. o Recording of closing documents at the appropriate County Clerk’s offices.
Sample 1
Acquisition Closings. In the event Chesapeake elects to acquire all or part of the Acquisition Acreage covered by an Acquisition Notice, within fifteen (15) days after Chesapeake provides the notice of its election to participate (or the next business day, if such day does not fall on a business day) the acquisition will be closed by Chesapeake paying the Acquisition Price for such Acquisition Acreage and the Gothic Parties assigning to Chesapeake the Acquisition Acreage to be acquired by Chesapeake by delivering an assignment in substantially the form attached at Schedule "7.5" attached as a part hereof. Chesapeake will record such assignment with appropriate governmental authorities at Chesapeake's expense. If the Gothic Parties are waiting on a farmout or third party assignment, the Gothic Parties will make the assignment to Chesapeake within twenty (20) days after the Gothic Parties receive such farmout or assignment or at Chesapeake's request direct such assignment to be made by the seller of the Acquisition Acreage directly to Chesapeake.
Sample 1
Acquisition Closings. In the event the Gothic Parties elect to acquire all or part of the Chesapeake Acreage covered by a CGC Acquisition Notice, within fifteen (15) days after the Gothic Parties provide their election to participate (or the next business day, if such day does not fall on a business day) the acquisition will be closed by the Gothic Parties paying the Gothic Price for such Chesapeake Acreage and Chesapeake assigning to the Gothic Parties the Chesapeake Acreage to be acquired by the Gothic Parties by delivering an assignment in substantially the form attached at Schedule "8.3" attached as a part hereof. The Gothic Parties will record such assignment with the appropriate governmental authorities at the Gothic Parties' expense. If Chesapeake is waiting on a farmout or third party assignment, Chesapeake will make the assignment to the Gothic Parties within twenty (20) days after Chesapeake receives such farmout or assignment or at the Gothic Parties' request direct such assignment to be made by the seller of the Chesapeake Acreage directly to the Gothic Parties.
Sample 1
Acquisition Closings. The Company and its subsidiaries expect each of the acquisition transactions to acquire (i) the Xxxxxx Place Hotel, (ii) the portfolio of six Renaissance Hotels, and (iii) the Sheraton Hotel in Cerritos, California (collectively, the “Acquisition Transactions”) to close in June 2005 after the Closing Time.
Sample 1
Acquisition Closings. Each of the Will Acquisition and the White Star Acquisition shall have been (or contemporaneously with the First Amendment Effective Date shall be) consummated in accordance with the terms of the Will Acquisition Documents or the White Star Acquisition Documents, respectively, and in connection therewith the Borrower (or its Subsidiaries) shall have acquired (a) all of the proved Oil and Gas Properties evaluated in the White Star Reserve Report and (b) 95% of the total value of the proved Oil and Gas Properties evaluated in the Will Acquisition Reserve Report.
Sample 1
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Related to Acquisition Closings

  • Second Closing The obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the New Series B Investors and the holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) (i) As of the First Closing, the authorized capital stock of the Company consisted solely of (1) ten million (10,000,000) shares of Common Stock, of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) sufficient shares of Common Stock for issuance upon conversion or redemption of all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the First Closing, the capitalization of the Company was as set forth in the Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Company or any of its Subsidiaries and (II) for each such option, warrant or right, the holder thereof, the date of grant, the exercise price and the number of shares subject thereto.

  • First Closing The First Closing shall have occurred.

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

  • Additional Closings (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • Initial Closing In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Subsequent Closing The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, 00 xxx xx Xxxxxxxx Xxxxx-Xxxxxx, 00000 Xxxxx, at 10:00 a.m. and at the offices of Lexence N.V., Xxxxx Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement. (a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser: (i) a joinder to this Agreement as a Drag-Along Seller; (ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser; (iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed; (iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date; (v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and (vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions. (b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers: (i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

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