Closing Closing Conditions Sample Clauses
Closing Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly.
(b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful as of the Closing Date to effect the transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b) above, and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date.
(c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful as of the Closing Date to effect that transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof.
Closing Closing Conditions. The closing of the Note and Warrant Conversion (the "CLOSING") shall occur concurrently with, and subject to the occurrence of, the Effective Time; PROVIDED, that unless otherwise agreed to in writing by the Purchasers holding a majority of the outstanding principal amount of Senior Notes, the Closing shall not occur prior to July 31, 2005. The Closing shall be further conditioned upon the following:
(a) the applicable waiting period(s) under the HSR Act with respect to the Note and Warrant Conversion, if applicable, shall have expired or been terminated; and
(b) the Merger Agreement shall not have been amended, modified or waived in any manner that adversely affects the rights and obligations of the Purchasers without the consent of the Purchasers holding a majority of the outstanding principal amount of the Senior Notes.
Closing Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly.
(b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or
Closing Closing Conditions. Provided that there are no legal proceedings then pending which prevent the Closing, at the Closing, and as a condition to the obligation of WM Partner to pay the Contribution Price, the Partnership shall deliver to WM Partner a letter or certificate which restates, as at the date of the Closing (the “Closing Date”), the representations set forth in paragraph (b) above. At the Closing, and as a condition to the obligation of the Partnership to deliver the certificate(s) for the Common Units to be acquired by WM Partnership, WM Partner shall deliver to the Partnership a letter or certificate which makes the investment representation set forth in paragraph (c) above. Upon satisfaction of all of the foregoing conditions, the Partnership shall deliver one or more certificates for the Common Units to be issued to WM Partner and WM Partner shall pay to the Partnership the Contribution Price therefor by wire transfer of immediately available funds.
Closing Closing Conditions. (a) The Closing shall take place at the offices of Xxxxx & Lardner, San Diego, California at 10:00 a.m., local time, on October 8, 1997 or at such other time and place as shall be agreed upon in writing by the parties hereto. The Closing, and all transactions to occur at the Closing, shall be deemed to have taken place at, and shall be effective as of, the close of business on the Closing Date.
(b) The obligations of Purchaser under this Article II are subject to the satisfaction or waiver of the following conditions precedent on or prior to the Closing Date:
Closing Closing Conditions. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall occur at 10:00 a.m., Mountain Time, at the offices of Bakex & Xostxxxxx XXX in Denver, Colorado, on September 14, 1999, unless another date, time or place is agreed to in writing by R&A Management LLC (acting as agent for Investors under the terms of the Purchase Agreements) and Charter Holdco. At the Closing, each Investor shall (a) contribute to Charter Holdco the Contributed Interest, (b) deliver or cause to be delivered to Charter Holdco or its designee one or more certificates evidencing the Contributed Interests to be contributed at such Closing (if such interests are certificated), together with duly executed assignments separate from the certificate in a form reasonably satisfactory to Charter Holdco to effectuate the transfer of such Contributed Interest to Charter Holdco or its designee, (c) execute the Joinder Agreement in the form attached hereto as EXHIBIT B, by which such Investor shall become a party to the Operating Agreement, and (d) countersign the Charter Put (defined below). At the Closing, Charter Holdco shall (a) deliver to each Investor an executed Operating Agreement evidencing the Issued Units, and (b) execute and deliver a Put Agreement, in the form attached hereto as EXHIBIT D (the "CHARTER PUT").
Closing Closing Conditions. 22 6.1 Closing.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 6.2 Conditions to Buyer's Obligation. . . . . . . . . . . . . . . . . . . . . 22 6.3 Conditions to Seller's and Shareholders' Obligations. . . . . . . . . . . 25
Closing Closing Conditions. (a) The sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the "CLOSING") to be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), 000 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, at 10:00 A.M. Chicago time on the date hereof (the "CLOSING DATE").
(b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(i) stock certificates or similar instruments evidencing the Shares, duly endorsed by Seller in blank or accompanied by stock powers duly executed by Seller in blank, together with such other documents and instruments, if any, as may be necessary to permit Purchaser to acquire the Shares free and clear of any and all Encumbrances;
(ii) a certificate signed by an appropriate officer of Seller, dated as of the Closing Date, to the effect that, to the best of such officer's knowledge, (A) the representations and warranties of Seller are true and correct in all material respects as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period) and (B) Seller has performed and complied with, in all material respects, its obligations and covenants in this Agreement and all other documents delivered in connection herewith required to be performed by it at or prior to the Closing Date;
(iii) (A) a copy of each Company's certificate of incorporation or other equivalent organization document, including all amendments, certified by the Secretary of State (or comparable official) of the state of such Company's incorporation, formation or organization, (B) a certificate from the Secretary of State (or comparable official) of the state of each Company's incorporation, formation or organization, to the effect that such Company is in good standing in such state and (C) if available from the relevant state, a certificate as to the tax status of the Company in such state.
(iv) certified copies of the resolutions of the Board of Directors of Seller authorizing the sale of the Shares being transferred by Seller pursuant hereto, the execution and delivery of this Agreement and all other documents delivered in connection herewith by officers of Seller and the consummation of the transactions contemplated hereby and thereby, and a certificate of the Secretary of Seller certifying that such resolutions were d...
Closing Closing Conditions. 23 6.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 6.2 Conditions to Chart's and Merger Sub's Obligation . . . . . . . . . . . . 23 6.3 Conditions to Shareholders' and Company's Obligations . . . . . . . . . . 26
Closing Closing Conditions. 3.1 The closing of the transaction contemplated herein (the "Closing") shall occur on such date as the Parties may mutually agree but in no event shall such date be later than ninety (90) days after the date of this Agreement.
3.2 CYTOGEN shall use commercially reasonable efforts to obtain, within thirty (30) days after the date of this Agreement a firm commitment from one or more Third Parties to provide financing (with the participants, structure, term and conditions, including pricing, type of security, etc. of such financing to be determined in the sole discretion of CYTOGEN) in such amount as shall be necessary, in Cytogen's sole discretion, to pay the consideration set forth in Section 4(1) below.