Closing and Second Closing Sample Clauses

Closing and Second Closing. 3.1. Delivery of the Initial Shares and the Initial Warrants at the Closing. The purchase and sale of the Initial Shares and the Initial Warrants shall occur at the offices of Gibsxx, Xxnn & Xrutxxxx XXX, 333 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 xx 9:00 a.m. on September 28, 2000 or at such other time and place as the Company and the Purchasers mutually agree upon (which time and place are designated as the "Closing"). At the Closing, the Company shall deliver to the Purchasers (a) one or more stock certificates registered in the names of the Purchasers, or in such nominee name(s) as designated by the Purchasers in writing, representing the number of Initial Shares determined in accordance with Section 2 above and (b) the Initial Warrants registered in such names against delivery to the Company by each Purchaser of the aggregate price set forth opposite such Purchaser's name in Section 2 in cash paid by wire transfer of funds to the Company. The name(s) in which the stock certificates for the Shares and the Warrants are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I.
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Closing and Second Closing. (a) The closing of the Merger (the Closing) shall take place at 10:00 a.m., New York time, on the date that is the later of (i) the third (3rd) Business Day after satisfaction or waiver of all of the conditions set forth in ARTICLE VII (other than those conditions that by their terms are to be fulfilled at the Closing, including the conditions set forth in Sections 7.2(d), but subject to the fulfillment or waiver of such conditions) and (ii) March 31, 2018, at the offices of Freshfields Bruckhaus Xxxxxxxx US LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other time, date or place as the Company and Parent may agree to in writing (the date of the Closing, the Closing Date). (b) The closing of the Second Merger shall take place immediately following the Effective Time on the Closing Date, at the offices of Freshfields Bruckhaus Xxxxxxxx US LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other time, date or place as the Company and Parent may agree to in writing.
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Closing and Second Closing. The obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by the Seller Parties, in their sole discretion, and the Buyer Parties, in their sole discretion, to the extent permitted by applicable Law, at or before each of the First Closing, and the Second Closing, of each of the following conditions:
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Closing and Second Closing. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company.
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Closing and Second Closing. On the basis of the representations, --------------------------- warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, closings shall be held as follows and upon the following conditions: (A) Such number of Shares resulting in gross proceeds of $3,000,000 will be offered by National on a "best efforts, all or none" basis and such number of Shares resulting in gross proceeds of $7,200,000 will be offered on a "best efforts" basis during the Offering Period. National shall not be obligated to sell any Shares and shall only be obligated to offer such number of Shares resulting in gross proceeds of $3,000,000 on a "best efforts, all or none" basis and such number of Shares resulting in gross proceeds of $6,750,000 on a "best efforts" basis. (B) Payment for the Shares by Purchasers shall be made by wire transfer as more fully described in the Subscription Agreements. The minimum purchase by any Purchaser shall be 25,000 Shares, except that the Company and National reserve the right, in their sole discretion, to accept subscriptions of less than such minimum investment. (C) All funds received from subscriptions will be promptly transmitted pursuant to the terms of an escrow agreement (the "Escrow Agreement") to Continental Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). In the event that a Closing occurs, the funds received in respect of the Shares closed on will be forwarded to the Company, against delivery of the appropriate number of Shares offered, net of (i) the placement agent commission equal to ten percent (10%) of the gross proceeds from the sale of the Shares sold, (ii) a non-accountable expense allowance equal to one and one-eighth of one percent (1.8%) of the gross proceeds from the sale of the Shares sold less any advances and (iii) any other applicable fees and expenses provided herein. (D) At each Closing, the Company shall cause to be paid by, at the option National certified or official bank check or wire transfer, to the extent not previously paid by the Company or the Escrow Agent to National the placement agent commission referred to in paragraph 2.C hereof. In addition to the foregoing, the Company shall be responsible for the fees and expenses identified in Sections [5, 6 and 8] hereof, which expenses shall not be deemed to be commissions. (E) The Company reserves the right to reject any subscriber, in whole or in part, in its sole discretion. Notwithstanding a...
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Closing and Second Closing. For purposes of this Agreement, (i) the term "Closing" or "Closing Date" shall mean a date not more than ten (10) days following the execution by the parties of the Cooperative Agreement for Licensed Manufacturing of Ferroelectric RFID Products, such date to be mutually agreed to by the parties, and (ii) the term "Second Closing" or "Second Closing Date" shall mean a date not more than thirty (30) days following the cumulative sale by Rohm of ten million Custom Ferroelectric RFID Products, such date to be mutually agreed by the parties. Subject to the performance, satisfaction or waiver of each condition precedent set forth in Article 5 hereof, the Closing and Second Closing of the purchase and sale of the common stock shall take place at a mutually convenient location as agreed by the parties.
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Closing and Second Closing. The First Closing and Second Closings shall have occurred;
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Closing and Second Closing 
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Related to Closing and Second Closing

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • CLOSING AND SETTLEMENT Seller/Landlord shall determine the title company at which settlement shall occur and shall inform Buyer/Tenant of this location in writing. Buyer/Tenant agrees that closing costs in their entirety, including any points, fees, and other charges required by the third-party lender, shall be the sole responsibility of Buyer/Tenant. The only expense related to closing costs apportioned to Seller/Landlord shall be the pro-rated share of the ad valorem taxes due at the time of closing, for which Seller/Landlord is solely responsible.

  • Second Closing The obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the New Series B Investors and the holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) (i) As of the First Closing, the authorized capital stock of the Company consisted solely of (1) ten million (10,000,000) shares of Common Stock, of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) sufficient shares of Common Stock for issuance upon conversion or redemption of all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the First Closing, the capitalization of the Company was as set forth in the Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Company or any of its Subsidiaries and (II) for each such option, warrant or right, the holder thereof, the date of grant, the exercise price and the number of shares subject thereto.

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

  • First Closing The First Closing shall have occurred.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Initial Closing In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

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