Alternative Closing Sample Clauses

Alternative Closing. If at the time of the Closing the waiting period under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the purchase of the Preferred Shares has not expired or been earlier terminated or approval of the purchase of the Preferred Shares by the Federal Economic Competition Commission of Mexico has not been received, the Closing shall occur as provided for herein and subject to the terms and conditions provided for herein, provided that, upon the Closing the Investor shall purchase and acquire from the Company an aggregate of 33,000 shares of Series A Preferred Stock for a purchase price per share equal to $1,000 and an aggregate purchase price of $33,000,000 and the Investor shall purchase and acquire from the Company $117,000,000 in aggregate principal amount of subordinated PIK notes (with such amounts to be adjusted as required to correspond to changes in the applicable exchange rate between Mexican pesos and U.S. dollars between the date hereof and the Closing), on the terms and conditions set forth in the Proposed Subordinated Notes Terms attached as Exhibit D hereto (the “Subordinated Notes”), and the Company shall issue, sell and deliver to the Investor $117,000,000 in aggregate principal amount of Subordinated Notes at a purchase price equal to 100% of the aggregate principal amount of Subordinated Notes (the “Alternative Closing”). In the event that the Alternative Closing shall occur (i) all references to the “Purchase Price,” “Purchase” and “Preferred Shares” shall be deemed modified to give effect to this paragraph and (ii) the Investor Rights Agreement shall be modified as agreed by the parties thereto to give effect to this paragraph.
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Alternative Closing. An Alternative Closing, if any, shall occur at 10:00 a.m., New York City time, three (3) Business Days after all of the Alternative Closing Conditions set forth in Section 6.5 have been satisfied (including the requirement that one or more Offering Parties provide notice of their intent to proceed to the Alternative Closing), or at such other time and date as may be mutually agreed in writing by all Offering Parties and Stockholders. The date upon which an Alternative Closing occurs shall be the “Closing Date”. With the exception of stock powers and any physical stock certificates, originals of each of which must be delivered to, or at the instruction of, the Offering Parties at the Closing, the Alternative Closing shall take place by electronic exchange of documents. At the Alternative Closing, the Offering Parties and Stockholders shall, respectively, deliver to each other (or to the Company or to the transfer agent of the Company, at the direction of the Offering Parties) all of the certificates, instruments and documents required to be delivered by such Person or any of its respective Affiliates under this Agreement in order for the conditions applicable to them to be satisfied and in order to consummate the Alternative Closing, which shall include (in the case of Company Stock that is represented by physical stock certificates) the originals of such certificates and such accompanying documents and instruments, bearing any necessary notarization or medallion guarantees, as may be required by the Company or its transfer agent, and in the case of Company Stock that is held in street name or by or through an intermediary, such instruments and documents as are necessary to effectively transfer such shares to the Offering Parties at the Alternative Closing.
Sample 1
Alternative Closing. Notwithstanding any provision in this Agreement to the contrary, FNB and Sequoia confirm their intent and do hereby agree to consummate and close the Consolidation and the Liquidation without also closing the Stock Purchase and the Bank Merger in the event that any material condition to the Closing of the Stock Purchase and the Bank Merger is impossible to satisfy in a timely manner, including but not limited to the circumstances described in Section 9.2(d) of this Agreement. In such event, FNB and Sequoia agree to amend this Agreement, to the extent they deem changes are necessary, appropriate or desirable in order to proceed without HNB; provided, however, that no such amendment shall alter the Consolidation Consideration payable to the shareholders of Sequoia as provided in Section 1.9 hereof, other than to eliminate FNB's obligation to pay an amount equal to the Stock Purchase Price. HNB accepts and agrees to this Section 5.5.
Sample 1
Alternative Closing. Sequoia, FNB, HNB, Privee and Interim Bank hereby acknowledge and agree as follows: (a) Under Section 5.5 of the Agreement, FNB and Sequoia have agreed to consummate and close the Consolidation and the Liquidation without also closing the Stock Purchase and the Bank Merger in the event that any material condition to the Closing of the Stock Purchase and the Bank Merger is impossible to satisfy in a timely manner. (b) Receipt by HNB and Privee of regulatory approvals (from the OCC and the Board of Governors of the Federal Reserve System, respectively) is a material condition to the Closing of the Stock Purchase and the Bank Merger and such approvals have not been obtained as of the date of this Addendum. (c) As of the date of this Addendum, HNB and Privee shall cease to be parties to the Agreement, Articles 3 and 4 of the Agreement shall be deemed null and void and of no further force or effect, and FNB, Interim Bank and Sequoia may immediately proceed to close the Consolidation and the Liquidation, as contemplated by Section 5.5 of the Agreement. (d) FNB, Interim Bank and Sequoia agree that, at the Closing contemplated by Section 5.5 of the Agreement, Article 2 of the Agreement (the Plan of Liquidation) shall be effected by a merger of the Consolidated Bank with and into FNB, pursuant to a merger agreement (the "Merger Agreement") to be executed between the Consolidated Bank and FNB in a form acceptable to FNB, Interim Bank, Sequoia and the OCC. The Plan of Liquidation, in the form attached to the Acquisition Agreement as Exhibit D, shall provide for a liquidation of the Consolidated Bank pursuant to the Merger Agreement (rather than by a transfer of assets and liabilities to FNB and transfer of the Sequoia national bank charter to HNB). The corporate existence (including the national bank charter) of the Consolidated Bank shall terminate upon the effectiveness of the Merger Agreement (and in accordance with its terms). Also, Section 2.5 of the Acquisition Agreement shall be deemed null and void and of no further force or effect. (e) In consideration of the mutual benefit to be derived from a release of claims, and as a material inducement to enter into this Addendum, Sequoia, FNB and Interim Bank, on the one hand, and HNB and Privee on the other hand, for themselves as well as for any legal successors and assigns, hereby release and forever discharge each other and each of their past and present directors, officers, trustees, shareholders, agents, employe...
Sample 1

Related to Alternative Closing

  • 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.

  • 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.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • 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;

  • First Closing The First Closing shall have occurred.

  • 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.

  • Additional Closing To the extent that, upon the First Tranche Closing, the First Tranche Financing Amount is less than the Financing Amount, then the Company shall be permitted, at any time during the sixty (60) day period following the First Tranche Closing, to offer and sell 2015 Notes equal to the Remaining Financing Amount pursuant to this Agreement to purchasers that the Company and Requisite Lenders mutually agree upon (each such holder, an “Additional Lender” and collectively, the “Additional Lenders”). The closings of such sales shall be referred to herein as the “Additional Closings” and shall occur on a date determined by the Company and each Additional Lender, provided such date is prior to the end of the sixty (60) day period after the First Tranche Closing. All sales made at the Additional Closings (a) shall be made on the terms and conditions set forth in this Agreement, (b) the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the First Tranche Closing and (c) the representations and warranties of the Additional Lenders in Section 5 hereof shall speak as of the Additional Closing. The Schedule of Lenders may be amended by the Company without the consent of the Lenders to include any Additional Lenders in the Additional Closings upon the execution by such Additional Lender of a counterpart signature page hereto and of the other agreements and documents contemplated herein. The Additional Closings shall also take place at the offices of Xxxxxx & Xxxxxxx LLP or at such other place and at such time as the Company and each Additional Lender may agree in writing. Any notes sold pursuant to this Section 2.2 shall be deemed to be “2015 Notes”, for all purposes under this Agreement and any Additional Lenders thereof shall be deemed to be “Lenders” for all purposes under this Agreement.

  • Conditions to the Closing Date The obligations of the Lenders to make Loans and of the Issuing Bank to make LC Credit Extensions hereunder shall become effective on the first date when each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated a date on or prior to the Closing Date and each in form and substance satisfactory to the Administrative Agent and the Arrangers: (i) executed counterparts of this Agreement from the Borrower; (ii) a promissory note executed by the Borrower in favor of each Lender requesting three Business Days in advance a promissory note evidencing the Loan provided by such Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party or is to be a party; (iv) a certificate of good standing for the Borrower from its jurisdiction of organization; (v) a certificate signed by the Chief Financial Officer of the Borrower certifying (A) as to the solvency of the Borrower and its Subsidiaries (on a consolidated basis) after giving effect to the Transaction and the incurrence of all Indebtedness related thereto, (B) as to the Debt Rating then in effect and (C) that the conditions specified in Section 4.02(a) and (b) have been satisfied; (vi) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower, and the general counsel of the Borrower, addressed to the Administrative Agent and each Lender, in form set forth on Exhibit C and substance reasonably satisfactory to the Administrative Agent; and (vii) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being released (the “Refinancing”). (b) The Borrower shall have received not less than $1,000.0 million in gross cash proceeds from the sale of the Senior Notes. (c) All accrued fees and expenses of the Administrative Agent and the Arrangers (including the fees and expenses of counsels for the Administrative Agent, the U.S. Lead Arrangers and the Nordic Lead Arrangers and local and special counsel for the Administrative Agent and the Arrangers) shall have been paid. The Borrower shall have paid all items then due and payable under the Fee Letter. (d) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements of Section 2.03 hereof.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

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