Canada Closing Sample Clauses

The "Canada Closing" clause defines the specific conditions and procedures required for the completion of a transaction in Canada. It typically outlines the necessary approvals, documentation, and regulatory compliance steps that must be satisfied before the closing can occur, such as obtaining governmental consents or meeting local legal requirements. This clause ensures that all parties are aware of and adhere to the unique legal and procedural obligations associated with closing a deal in Canada, thereby reducing the risk of delays or legal complications.
Canada Closing. Solely for purposes of interpreting and applying the provisions of this Agreement related to Taxes (and the associated defined terms) in respect of any Transferred Asset or Assumed Liability transferred pursuant to the Canada Closing or any Contemplated Transaction consummated pursuant to the Canada Closing, the term “Closing Date” shall be deemed to refer to the Canadian Closing Date and the term “Closing” shall be deemed to refer to the Canada Closing.
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Canada Closing. The US Seller shall have received confirmation satisfactory to it that the conditions contained in Article 6 of the Canada Supplement shall have been satisfied or waived (other than the condition contained in Sections 6.1.4 and 6.2.4) and that the Canada Closing shall occur immediately following the Closing.
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Canada Closing. (a) In the event the Canadian Requisite Approvals are not obtained prior to the Closing Date, the transfer of the Canadian Assets pursuant to the Canadian Assignment Agreement shall not occur until the Canadian Closing Date, if any (the “Canada Closing”). Any Contemplated Transactions to occur at the Closing which instead occur on the Canadian Closing Date shall be deemed to have occurred simultaneously at 12:01 a.m. on the Canadian Closing Date. (b) In the event the transfer of the Canadian Assets is delayed in accordance with Section 3.3(a), the Company shall cause ▇▇▇▇▇▇ Canada Systems, Inc. to comply with the provisions of Section 7.4 with respect to the Canadian Assets until the earlier of (i) such time as the transfer of the Canadian Assets is complete on the Canadian Closing Date and (ii) the denial described in Section 3.3(c) is complete. (c) In the event that any of the Canadian Requisite Approvals are denied and such denial is final, binding and non-appealable, the Canadian Assets shall not transfer to the Canadian Buyer, and the Canadian Assignment Agreement shall be deemed null and void.
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Related to Canada Closing

  • Second Closing The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

  • First Closing The First Closing shall have occurred.

  • Third Closing (a) If (i) the Company publicly announces the Third Closing Milestone Event and following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days is at least $0.7325 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Third Closing Date (which is 125% of the Per Share Purchase Price)) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Third Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement and achievement of (i) above or receipt of such written notice pursuant to (ii) above) to each Purchaser a notice identifying the date of the Third Closing. If Company terminates the Niyad NEPHRO CRRT study then the right of a Purchaser to request a Third Closing shall terminate, and the Company shall be under no obligation to sell and issue any further Securities to the Purchasers. (b) On or prior to the Third Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) the Company shall have provided each Purchaser with the Company’s wire instructions; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Third Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (iii) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Third Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (iv) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; and (c) On or prior to the Third Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Third Closing Subscription Amount by wire transfer to the account specified in writing by the Company.

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

  • 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.