Closing and Deliveries. 10 4.1 Closing.......................................................................................10
Closing and Deliveries. 16
Section 3.1 Closing 16 Section 3.2 Seller’s Deliveries 17 Section 3.3 Buyer’s Deliveries 18
Closing and Deliveries. 12 SECTION 3.1 Closing ...................................................................................... 12 SECTION 3.2 Sellers' Deliveries .......................................................................... 13 SECTION 3.3 Buyer's Deliveries ........................................................................... 13
Closing and Deliveries. (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Sections 8, 9 and 10 hereof, the closing of the sale and purchase of the Shares pursuant to Section 2 hereof (the "Closing") shall take place at the offices of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 at 10:00 a.m., local time, on the third (3rd) Business Day following the expiration of the Due Diligence Period, or at such other time and place as the parties may agree (the date on which the Closing occurs, the "Closing Date").
(b) At the Closing, (i) the reorganized Company shall deliver to the Purchaser certificates representing the Shares to be purchased by, and sold to, the Purchaser pursuant to Section 2 hereof (registered in the name and in the denomination designated by the Purchaser at least two (2) Business Days prior to the Closing Date), together with the other documents and certificates to be delivered pursuant to Sections 8 and 9 hereof, and (ii) the Purchaser, in full payment for the Shares to be purchased by, and sold to, the Purchaser pursuant to Section 2 hereof, shall (A) pay to the reorganized Company the Purchase Price, (B) deliver to the reorganized Company the certificate required pursuant to Section 10(a) hereof and (C) deliver to the reorganized Company a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the reorganized Company in the form attached hereto as Exhibit A (the "Investor Questionnaire"). The Purchaser shall make payment hereunder in immediately available funds by wire transfer to the account or accounts designated by the Company, or by such other means as may be agreed between the Company and the Purchaser.
Closing and Deliveries. 29 5.1. Date and Place of Closing......................................................................... 29 5.2. Deliveries at Closing by the Shareholders......................................................... 29 5.3.
Closing and Deliveries. 2 2.1 Deliveries at Closing..........................................................................2 2.2 Buyer's Deliveries.............................................................................3
Closing and Deliveries. 3.1 Closing
3.2 Deliveries by Seller and the Company
3.3 Deliveries by Buyer
Closing and Deliveries. (a) The closing of the Transactions (the “Closing”) shall take place simultaneously with the execution of this Agreement on the date hereof (“Closing Date”) at Xxxxxx & Xxxxxxx LLP, 18th Floor, One Exchange Square, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx or in such other manner, place, time or date as may be mutually agreed upon in writing by the Company and the Investor.
(b) At the Closing, the Investor shall deliver or cause to be delivered to the Company the following:
(i) the Registration Rights Agreement by and between the Company and the Investor (the “Registration Rights Agreement”) duly executed by the Investor; and
(ii) the Purchase Price, by wire transfer of immediately available funds in accordance with written instructions set forth on Schedule 2.2(b)(iii) hereto.
(c) At the Closing, the Company shall deliver or cause to be delivered to the Investor the following:
(i) an email to the Company Registrar (copying the Investor) with instructions to the Company Registrar to update the register of members of the Company to reflect the Investor’s ownership of the Shares;
(ii) evidence from the Company Registrar of the issuance of the Shares in the name of the Investor on the register of members of the Company (which may be delivered by way of electronic mail), which shall be subject to the legends contemplated in Section 5.2(c); and
(iii) the Registration Rights Agreement duly executed by the Company.
Closing and Deliveries. The Closing. The closing (the "Closing") of the transactions contemplated hereunder shall take place simultaneously with the execution of this Agreement at such place as the Parties hereto may agree, provided, however, time is of the essence and the Closing shall not be later than ten (10) days from the date of this Agreement.
Closing and Deliveries. Subject to the satisfaction or waiver of all of the conditions set forth in Article 7, the Closing shall take place as promptly as practicable after the expiration of the Offer, or on such later date and time as may be mutually agreed by the parties within five Business Days after the last to occur of satisfaction or waiver of the respective conditions set forth in Article 7. Such Closing shall occur at the offices of Sidley & Austin, One Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place and time as Investor and the Company agree in writing.
