Brazil Closing Sample Clauses

Brazil Closing. The closing (the “Brazil Closing”) of the purchase and sale of the Brazil Business Assets, and the assumption of the Brazil Assumed Liabilities, by Purchasers will take place at the offices of Xxxxxx, Xxxxx & Bockius LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the Brazil Closing Date, at 10:00 A.M. New York time or at such other place and time as Purchaser and ARM shall agree. Not later than the Business Day after the conditions set forth in Section 10.03 and 11.03 have been satisfied, the Brazil Escrow Amount (plus all earnings thereon in accordance with the Escrow Agreement) shall be released at the direction of ARM Brazil to Purchaser who shall immediately remit the funds to its Designee and cause such Designee to remit the funds to ARM Brazil immediately after registration thereof with the Central Bank of Brazil, if required. At the Brazil Closing, the documents referred to in Sections 3.02(b)(v), (vi) and (vii) with respect to the Brazil Business Assets and the Brazil Assumed Liabilities shall be executed and delivered. Except as otherwise provided in Article XII, from and after the Brazil Closing, the Brazil Assets shall be considered to have been transferred, and the Brazil Liabilities shall be considered to have been assumed, at the Closing for all purposes of this Agreement, including for the purposes of the assumption of the Brazil Assumed Liabilities and the provisions of Articles IX, XII and XIV.
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Brazil Closing. As soon as practicable after the Effective Date, the Company shall establish a Brazilian limited liability company (sociedade de responsabilidade limitada) Subsidiary named “Tubos Tigre-ADS do Brasil Limitada” (the “Brazilian Subsidiary”). Due to legal requirements that the Brazilian Subsidiary have at least two (2) owners, ADS and Tigre shall each hold one (1) quota of the Brazilian Subsidiary. All other quotas of the Brazilian Subsidiary shall be held by the Company. The Articles of Association of the Brazilian Subsidiary shall be in a form mutually agreed upon by ADS and Tigre. Brazilian powers of attorney for Company actions with respect to the Brazilian Subsidiary shall be established in a form mutually agreed upon by ADS and Tigre. On the Initial Closing Date, ADS and Tigre shall each effect the contributions to the capital of the Company and take (or cause to be taken) the other actions required of it and/or the Company set forth below in this Section 3.3 with respect to the Brazilian Subsidiary. The obligations of the Parties under this Section 3.3 shall be subject to Section 3.6.

Related to Brazil Closing

  • First Closing The First Closing shall have occurred.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Merger Closing The Merger shall have been consummated.

  • 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.

  • 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.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

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

  • Final Closing At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

  • 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.

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

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