At any Closing Sample Clauses

At any Closing. (a) The Company shall deliver to Parent or its designee a single certificate in definitive form representing the number of shares of the Company Common Stock designated by Parent in its Exercise Notice, such certificate to be registered in the name of Parent and to bear the legend set forth in Section 12;
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At any Closing. (a) Grantor shall deliver to Grantee or its designee a single certificate in definitive form representing the number of shares of Grantor Common Stock designated by Grantee in its Exercise Notice, such certificate to be registered in the name of Grantee and to bear the legend set forth in Section 11; and (b) Grantee shall deliver to Grantor the aggregate Exercise Price for the shares of Grantor Common Stock so designated and being purchased by wire transfer of immediately available funds to the account or accounts specified in writing by Grantor. Effective at or prior to the Closing, Grantor shall cause the shares of Grantor Common Stock being delivered at the Closing to be approved for listing on The New York Stock Exchange.
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At any Closing. (A) The Company shall deliver to Paragon or its designee a certificate or certificates in definitive form representing the number of shares of Company Common Stock in the denominations designated by Paragon in its Exercise Notice, such certificate to be registered in the name of Paragon and to bear the legend set forth in Section 9;
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At any Closing. (a) USR shall deliver to 3Com or its designee a single certificate in definitive form representing the number of shares of USR Common Stock designated by 3Com in its Exercise Notice, such certificate to be registered in the name of 3Com and to bear the legend set forth in Section 12;
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At any Closing. (a) PSDI shall deliver to Grainger or its designee a single certificate in definitive form representing the number of shares of MRO Common Stock designated by Grainger in its Exercise Notice, such certificate to be registered in the name of Grainger or its designee and to bear the legend set forth in Section 7;
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At any Closing. (a) Ascend shall deliver to Cascade or its designee a single certificate in definitive form representing the number of shares of Ascend Common Stock designated by Cascade in its Exercise Notice, such certificate to be registered in the name of Cascade and to bear the legend set forth in Section 11; and (b) Cascade shall deliver to Ascend the aggregate Exercise Price for the shares of Ascend Common Stock so designated and being purchased by (i) wire transfer of immediately available funds to the account or accounts specified in writing by Ascend (in the case of a Cash Exercise), or (ii) subject to the satisfaction of applicable conditions, delivery of a certificate or certificates representing the number of shares of Cascade Common Stock being issued by Cascade in consideration thereof (in the case of a Stock Exercise). Effective at or prior to the Closing, Ascend shall cause the shares of Ascend Common Stock being delivered at the Closing to be approved for quotation on The Nasdaq National Market, and Cascade shall cause the shares of Cascade Common Stock being delivered at the Closing pursuant to a Stock Exercise to be approved for quotation on The Nasdaq National Market. Section 5.
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Related to At any Closing

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • At Closing Buyer shall deliver to Seller the following:

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

  • Prior to the Closing Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

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