Amendments to Closing and Closing Conditions Sample Clauses

Amendments to Closing and Closing Conditions. (a) Section 2.03 of the Agreement is hereby amended and restated in its entirety to read as follows: Unless the Parties shall otherwise mutually agree in writing, subject to the satisfaction or waiver of the conditions precedent set forth in Article IX and provided RAI shall have given the Acquiror written notice of the date on which the Effective Time of the Merger shall occur at least four Business Days prior to such date, the sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) that will be held at the offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 immediately after the occurrence of the Effective Time of the Merger (so long as the date on which the Effective Time of the Merger occurs is not earlier than the date specified in such notice) (the date on which the Closing takes place being the “Closing Date”). Subject to the satisfaction or waiver of the conditions precedent set forth in Article IX (and the satisfaction of the notice requirement set forth in the preceding sentence), the Lorillard Transfer Closing shall be held on the Closing Date and immediately prior to the Effective Time of the Merger. Without prejudice to the timing of the Closing set forth above in this Section 2.03, the Parties agree that, (a) the transfers contemplated hereby will be deemed effective for accounting and other financial computational purposes as of the close of business on the Closing Date, (b) solely with respect to Transferred Employees, (i) the transfer of the employment of such employees and assumption of the Assumed CBAs contemplated by the Agreement and the Lorillard Transfer Agreement and the effectiveness of the offers of employment described in Section 1(a) of this Exhibit D will be treated as having occurred at 12:00:01 am (local time) on the Closing Date, (ii) the transfers of the Lorillard Pension Plan, the Lorillard Hourly Defined Contribution Plan and the Lorillard Salaried Defined Contribution Plan (and the related trusts of the Lorillard Hourly Defined Contribution Plan and the Lorillard Salaried Defined Contribution Plan), as contemplated by the Agreement, will be treated as having occurred at 12:00:01 am (local time) on the Closing Date, (iii) coverage under the Seller Plans of such employees will be treated as ceasing as of 12:00:01 am (local time) on the Closing Date and (iv) coverage of such employees under employee bene...
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Related to Amendments to Closing and Closing Conditions

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

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