Closing and Conditions of Closing. (1) The Closing of the purchase and sale of the Subscription Receipts provided for in this Agreement shall be completed at the offices of Xxxxx Xxxx LLP in Toronto, Ontario at the Closing Time.
(2) The obligation of the Underwriters to purchase the Subscription Receipts shall be conditional on delivery to the Underwriters at such time of:
(a) the Subscription Receipts, in uncertificated form or in any other manner as may be designated by the Underwriters, registered in the name of CDS & Co. (“CDS”), or in such other name or names as may be designated in writing by the Underwriters. The Underwriters will provide a direction to CDS with respect to the crediting of the Subscription Receipts to the accounts of the CDS participants, as designated by the Underwriters, and the Corporation will cause the Subscription Receipt Agent to electronically deliver to CDS all or part of the Subscription Receipts, registered in the name of CDS as nominee, to be held as uncertificated electronic securities in accordance with the rules and procedures of CDS;
(b) the opinions contemplated by Section 7;
(c) when issued in accordance with the terms of the Subscription Receipt Agreement, the listing of the Unit Shares and Warrant Shares will be, on the Closing Date, subject only to the satisfaction of customary listing conditions imposed by the Exchange;
(d) a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation in form and content satisfactory to the Underwriters and counsel to the Underwriters (each acting reasonably), certifying with respect to:
(i) the currently effective constating documents of the Corporation;
(ii) the necessary corporate approvals of the Corporation and the offering of the Subscription Receipts;
(iii) the incumbency and signatures of signing persons of authority and officers of the Corporation; and
(iv) such other matters as the Underwriters may reasonably request at least 48 hours prior to the Closing Date;
(e) the certificate contemplated by Section 8(1);
(f) executed Lock-Up Agreements signed by each director and officer of the Corporation;
(g) such further documentation as contemplated by this Agreement or as counsel to the Underwriters may reasonably require at least 48 hours prior to the Closing Date;
(h) the Underwriters’ Commission (which the Corporation hereby acknowledges and agrees the Underwriters shall be entitled to receive as to 50% thereof, ...
Closing and Conditions of Closing. 11.1 Subject to the terms and conditions hereof, the Closing shall take place at the Time of Closing at the offices of the solicitors to the Corporation, or such other location as the parties may agree.
11.2 In this Section 11:
Closing and Conditions of Closing. The Closing of the Exchange and the Collective Exchange (the "Closing") will occur as soon as practicable after the satisfaction, or waiver by the party for whom the condition benefits, of all of the following conditions:
A. The Company is reasonably satisfied with its due diligence of HSI.
B. HSI and the HSI Stockholders are reasonably satisfied with their due diligence of the Company.
C. The Company effects a one-for-twelve reverse stock split of all of its issued and outstanding Common Stock (the "Reverse Split") prior to the Closing.
D. The Company and HSI each obtain the express approval of their respective Boards of Directors to the Closing of the Collective Exchange.
E. The Company obtains the express approval of the holders of a majority of the total issued and outstanding Common Stock of the Company to the Collective Exchange, the Reverse Split, and the change of the Company's name from Warp 9, Inc. to HyperSolar, Inc. (the "Name Change").
F. All of the HSI Stockholders execute Exchange Agreements and deliver them to the Company, and tender their HSI Stock for transfer to the Company in accordance with Section 6.3 of this Agreement.
G. The deliveries described in Section 6 of this Agreement are made by each of the respective parties to the Exchange Agreements.
Closing and Conditions of Closing. 11.1 Subject to the terms and conditions hereof, the Closing shall take place at the Time of Closing at the offices of Heighington Law, or such other location as the parties may agree.
11.2 In this Article 11:
Closing and Conditions of Closing. 7.1 The Closing of the purchase and sale of the Offered Units for shall be completed at the offices of Xxxxxxx Xxxxx XXX, Xxxxxxx, Xxxxxxx at the Closing Time.
7.2 The Closing shall be conditional on the following being delivered to the Underwriters at or before such time:
(a) one or more definitive certificates representing in the aggregate the Offered Units registered in the name of RBC Dominion Securities Inc., or in such other name or names as the Underwriters may notify the Trust in writing at any time until 6:45 a.m. (Calgary time) on the Business Day immediately preceding the Closing Date;
(b) a comfort letter of the Auditor dated the Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters and their counsel, bringing the information contained in the comfort letter or letters referred to in paragraph 3.1(e) forward to the Closing Time provided that such comfort letter shall be based on a review by the Auditor having a cut-off date not more than two Business Days prior to the Closing Date; (c) written confirmation in form and substance satisfactory to the Underwriters that the Offered Units will at the time of Closing be listed for trading on the Exchanges and all conditions other than completion of the Closing and notification thereof to the Exchanges shall have been met to permit the Offered Units to be posted for trading on the Closing Date;
Closing and Conditions of Closing. (a) The Closing shall occur upon the earlier of (i) the close of business on September 30, 2006 or (ii) as soon thereafter as practicable following the satisfaction or waiver of all of the conditions to Closing set forth in ARTICLE 4 and ARTICLE 5 of this Agreement, but after the closing of the ZGS Investor Agreement whereby certain investors are subscribing to the Class A Common Stock of ZGS (the "Closing Date").
(b) At closing, Purchaser and Seller will sign the documents specified in this contract and all other documents reasonably needed to transfer the business assets to Purchaser. Purchaser will pay Seller the amounts required by this contract and Seller will transfer to Purchaser the business assets.
Closing and Conditions of Closing. 16
6.1 Date, Time and Place of Closing 16
6.2 Conditions in Favour of the Purchaser 16 6.3 Conditions in Favour of the Seller 18 6.4 Waiver of Conditions 19 6.5 Non-Merger 19
Closing and Conditions of Closing. Actions to Satisfy Closing Conditions
(a) The Sellers shall take all such actions as are within their respective powers to control and shall use commercially reasonable efforts to cause other actions to be taken which are not within their respective power to control, so as to ensure compliance with all of the conditions set forth in Sections 7.4 and 7.6 including ensuring that at the Closing there is no breach of any of their respective representations and warranties.
(b) The Purchasers shall take all such actions as are within their respective powers to control and shall use commercially reasonable efforts to cause other actions to be taken which are not within their respective power to control, so as to ensure compliance with all of the conditions set forth in Sections 7.5 and 7.6 including ensuring that at the Closing there is no breach of any of their respective representations and warranties. The completion of the transactions of purchase and sale contemplated by this Agreement may take place at the offices of Norton Xxxx Xxxxxxxxx Canada LLP, Suite 3800, 000 Xxx Xxxxxx, Xxxxx Bank Plaza, South Tower, Toronto, Ontario or may be affected by way of a virtual closing, whereby required executed closing deliverables are circulated by electronic mail in pdf and released at such time and pursuant to such protocols and confirmations as the Parties may agree.
Closing and Conditions of Closing. The sale of the Securities to the Purchaser will be subject to the following conditions precedent:
(a) receipt by the Company of all the documents referred to in Section 2 hereof, duly executed and completed by the Purchaser, together with the aggregate Subscription Price for the number of common shares subscribed for;
(b) receipt by the Company of (i) the approval of the Toronto Stock Exchange for the Offering and (ii) confirmation of the Toronto Stock Exchange that no personal information form is required from the Purchaser (which approval and confirmation the Company shall forthwith seek to obtain);
(c) the representations and warranties of the Purchaser contained herein being true and correct as at the time of Closing (as hereinafter defined); and
(d) acceptance of the Purchaser’s offer to purchase the Securities by the Company in its sole and absolute discretion. The completion of the purchase and sale of the Securities (the “Closing”) will occur at the offices of the Company on or before the third business day after the last of the conditions precedent have been satisfied. A “business day” means a day on which the TSX is open for the transaction of business, at which time certificates representing the Securities will be delivered to the Purchaser in accordance with the Purchaser’s delivery instructions.
Closing and Conditions of Closing.
11.1 Subject to the terms and conditions hereof, the Closing shall take place at the Time of Closing at the offices of D’Arcy & Deacon LLP, or such other location as the parties may agree. The Agent and Corporation covenant and agree that to the greatest extent permitted under Designated Securities Laws, the delivery of documents in connection with the Closing will occur through electronic delivery, save and expect for such certificates, materials and other documents which by their nature are required to be delivered as original documents.
11.2 In this Article 11:
