Additional Closing Mechanics Clause Samples
The "Additional Closing Mechanics" clause outlines specific procedures and requirements that must be followed to complete the closing of a transaction beyond the standard closing steps. This may include details such as the timing and method of delivering documents, the handling of funds, or the coordination of third-party approvals necessary for closing. By specifying these additional steps, the clause ensures that all parties are clear on the logistical and administrative actions required, thereby reducing the risk of misunderstandings or delays at the final stage of the transaction.
Additional Closing Mechanics. Subject to the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, the Company may exercise its right to require an Additional Closing by delivering at any time on or after the applicable Additional Closing Eligibility Date a written notice thereof by e-mail and overnight courier to each Buyer (each, an “Additional Closing Notice”, and the date thereof, each an “Additional Closing Notice Date”). Each Additional Closing Notice shall be irrevocable. Each Additional Closing Notice shall (A) certify that the Additional Closing Eligibility Date with respect to such Additional Closing has been met and, other than with respect to deliverables to be delivered to each Buyer at such Additional Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such Additional Closing Notice Date, (B) specify the proposed date of such Additional Closing (which shall be (x) the date hereof with respect to the First Additional Closing and no less than five (5) Trading Days and no more than ten (10) Trading Days after such proposed Additional Closing Notice Date with respect to the Second Additional Closing Date) and (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such Additional Closing; provided, however, that the Company may not require a Buyer to purchase (I) Additional Notes at the First Additional Closing in excess of the applicable First Additional Note Amount or (II) Additional Notes at the Second Additional Closing in excess of the applicable Maximum Additional Note Amount with respect to the Second Additional Closing (such aggregate principal amount of Additional Notes set forth in such Additional Closing Notice to be purchased by such Buyer, each, an “Additional Note Amount”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if on the Additional Closing Date there is an Equity Conditions Failure (as defined in the Initial Notes) on the Additional Closing Date. The Company’s rights to affect any Additional Closings hereunder shall automatically terminate at 9:00 AM, New York city time on December 31, 2021 (or such other date as the Company and the Holders shall mutually agree, the “Additional Closing Expiration Date”).
Additional Closing Mechanics. Subject to the satisfaction (or waiver) of the conditions set forth in this Section 3.2(b) and Section 4.2 below, the Company shall have the right to require the Investor to purchase the Additional Note on the Additional Closing Date by delivering to the Investor on the Effective Date, by facsimile and overnight courier at its address set forth in Section 12.4 hereof, an irrevocable written notice that the Company has exercised its right to require the Investor to purchase the Additional Note (the “Additional Closing Notice”, and such date, the “Additional Closing Notice Date”). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if there shall exist an Additional Note Conditions Failure (as defined below). Notwithstanding anything herein to the contrary, if the Additional Closing does not occur by October 2, 2014, the Company’s right to effect an Additional Closing hereunder shall automatically terminate.
Additional Closing Mechanics. The payment procedures, exchange rate methodology and other provisions set forth below shall apply to each Named Lender, severally and not jointly.
Additional Closing Mechanics. Subject to the satisfaction of the conditions set forth in this Section 1.5(b)(ii) and Section 5.2 below, the Company shall have the right to require the Investor to purchase the Additional Note on the Additional Closing Date by delivering to the Investor on the Effective Date, by facsimile and overnight courier at its address set forth in Section 8.4 hereof, an irrevocable written notice that the Company has exercised its right to require the Investor to purchase the Additional Note (the "Additional Closing Notice," and such date, the "Additional Closing Notice Date"). For the avoidance of doubt, the Company shall not be entitled to effect an Additional Closing if there shall exist an Additional Note Conditions Failure (as defined below).
Additional Closing Mechanics. On the Additional Closing Date, (i) the Buyer shall pay the purchase price for the Additional Note to be issued and sold to it at the Additional Closing (the "Additional Closing Purchase Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Additional Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.