Closing Date and Deliveries Sample Clauses

Closing Date and Deliveries. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Buyer or by electronic mail or other electronic transmission, United States mail or overnight courier. The date on which the Closing is to occur is herein referred to as the “Closing Date”. On the Closing Date: (a) Buyer shall deliver to Seller the shares of LQWC. (b) Buyer shall deliver to Seller a xxxx of sale, assignment and assumption agreement in the form attached hereto as Exhibit B (the “Xxxx of Sale/Assignment”), executed by a duly appointed officer of Buyer. (c) Seller shall deliver to Buyer the Xxxx of Sale/Assignment, executed by a duly appointed officer of Seller. (d) Seller shall deliver to Buyer the IP Assignment, executed by a duly appointed officer of Seller. (e) Seller shall deliver to Buyer the Assignment, executed by a duly appointed officer of Seller.
Sample 1
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Closing Date and Deliveries. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Buyer, 0 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000, by electronic mail or other electronic transmission, United States mail or overnight courier, simultaneously with the closing of the Merger assuming that all of the conditions to Closing set forth in Section 5 are either satisfied or waived by the party entitled to the benefit thereof (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date” and the Closing shall for all business, tax and accounting purposes be deemed to have occurred immediately prior to the effective time of the Merger on the Closing Date. On the Closing Date: (a) Buyer shall deliver to Seller the Purchase Price. (b) Buyer shall deliver to Seller a xxxx of sale, assignment and assumption agreement in the form attached hereto as Exhibit B (the “Xxxx of Sale/Assignment”), executed by a duly appointed officer of Buyer. (c) Buyer shall deliver to Seller an assignment of intellectual property in the form attached hereto as Exhibit C (the “IP Assignment”), executed by a duly appointed officer of Buyer. (d) Buyer shall deliver to Seller the Buyer Closing Certificate and the certificate required by Section 5.3(e). (e) Buyer shall deliver to Seller an assignment and assumption of the UAMS License Agreement in the form attached hereto as Exhibit D (the “Assignment”), executed by a duly appointed officer of Buyer. (f) Buyer shall reimburse Seller for half of the amount paid by Seller to UT for the fourth quarter of 2016 and all amounts paid to UT for 2017 under that certain Sponsored Clinical Study Agreement, dated September 12, 2015, between the University of Texas M.D. Xxxxxxxx Cancer Center (“UT”) and Seller. (g) Seller shall deliver to Buyer the Xxxx of Sale/Assignment, executed by a duly appointed officer of Seller. (h) Seller shall deliver to Buyer the IP Assignment, executed by a duly appointed officer of Seller. (i) Seller shall deliver to Buyer the Assignment, executed by a duly appointed officer of Seller. (j) Seller shall deliver to Buyer copies of all Required Approvals (as defined in Section 3.3). (k) Seller shall deliver to Buyer the Seller Closing Certificate and c...
Sample 1
Closing Date and Deliveries. The Closing shall occur immediately following the consummation of the merger between Stream Holdings Corporation and the Company as contemplated by that certain Agreement and Plan of Merger, by and among the Company, River Acquisition Subsidiary Corp., a Delaware corporation and wholly owned subsidiary of the Company and Stream Holdings Corporation, a Delaware corporation, dated as of January 27, 2008 (the “Closing Date”).
Sample 1
Closing Date and Deliveries. (a) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Xxxxxxx, Xxxxxxxxx LLP, 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, on March 17, 2009, or on such other date as the Purchaser and the Seller may mutually agree (the on which the Closing actually occurs referred to herein as the "Closing Date"). The Closing shall be deemed to be effective as of the close of business on the Closing Date. (b) At the Closing, in exchange for the Shares, the Purchaser shall cause: (i) the Purchase Price to be paid to the Seller and such other Persons as designated by the Seller; and (ii) the Secretary's Certificate specified in Section 9.02. (c) At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser: (i) the certificates (the "Certificates") representing the Shares, duly endorsed in blank by the Seller, or accompanied by blank stock powers duly executed by the Seller; (ii) all minute books, stock record books, books of account, corporate seals and other documents, instruments and papers belonging to the Company; (iii) resignations, effective as of the Closing, of each director and officer of the Company, except for any officers who will remain employees of Company, at the sole discretion of the Purchaser; and (iv) the Secretary's Certificate specified in Section 9.01
Sample 1
Closing Date and Deliveries. The closing of the transactions contemplated herein shall occur on the fifth business day after the later of (a) the date the approval relating to the consummation of the transactions hereby contemplated is obtained from the TSX Venture Exchange and (b) the date the shareholders of the Corporation approve the proposed reverse takeover transaction with Battle Mountain Gold Inc. (the “Closing Date”).
Sample 1
Closing Date and Deliveries. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the electronic exchange of documents and signature pages on the date hereof substantially concurrently with the Parties’ execution and delivery of this Agreement. The date on which the Closing occurs in accordance with the preceding sentence is referred to as the “Closing Date”. (b) At the Closing, Seller shall deliver or cause to be delivered to Buyer: (i) documentation evidencing transfer of the Company Interests to Buyer free and clear of all Liens (other than Liens on transfer imposed under applicable securities Laws or created by Buyer); (ii) letters of resignation from the directors and officers of the Company set forth in Section 1.2(b)(ii) of the Disclosure Schedules; (iii) evidence reasonably acceptable to Buyer that the Company has assets in the form of cash in an aggregate amount equal to $341,195,589; (iv) a duly executed Internal Revenue Service Form W-9 of Seller; and (v) evidence of termination of all intercompany agreements, Contracts and transactions solely between the Company, on the one hand, and Seller or any of its Affiliates (other than the Company), on the other hand, that are currently effective and binding on the Company and its assets as of Closing, except for those agreements set forth on Section 1.2(b)(v) of the Disclosure Schedules. (c) Contemporaneously with the Closing, Buyer shall make or cause to be made the Buyer Contribution to the Company and Buyer shall provide or cause to be provided evidence of such Buyer Contribution to Seller.
Sample 1
Closing Date and Deliveries. (a) The closing of the transactions contemplated by Section 1.1 (the “Closing”) shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 12:01 a.m. New York time on July 1, 2021 (the “Closing Date”). (b) At the Closing, Seller shall make the Closing Payment in accordance with the Omnibus Agreement. (c) At the Closing, Seller shall deliver or cause to be delivered to Buyer: (i) an assignment and assumption of the Company Interests, duly executed by Seller conveying to Buyer all of Seller’s right, title and interest to the Company Interests free and clear of all Liens (other than Liens on transfer imposed under applicable securities Laws or created by Buyer); (ii) letters of resignation from the directors and officers of the Company and the Company’s Subsidiaries set forth in Section 1.2 of the Disclosure Schedules; (iii) evidence reasonably acceptable to Buyer of the Company’s receipt of the Closing Payment at the Closing and completion at the Closing of the transactions contemplated by the Omnibus Agreement; and (iv) a duly executed Internal Revenue Service Form W-9 of Seller.
Sample 1
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Closing Date and Deliveries 
Sample 1

Related to Closing Date and Deliveries

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date Delivery 2 2.1 Closing.........................................................................................2

  • Closing and Deliveries 10 4.1 Closing.......................................................................................10

  • Closing Date and Place 15. Closing shall take place at the office of at o’clock on , 20 or, upon reasonable notice (by telephone or otherwise) by Purchaser, at the office of

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, all of the Insider Letters and the Subscription Agreement.

  • Closing and Delivery The purchase price for the Purchased Units is payable by check or wire transfer payable to the Company or its designee in an amount equal to the applicable purchase price per unit multiplied by the number of Units being purchased by such Subscriber.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Closing Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

  • Closing; Delivery (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) The Initial Purchase Price in accordance with Section 3.3.(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

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