Closing; Effective Date. All proceedings taken and all documents executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.
Closing; Effective Date. Subject to the satisfaction of the conditions stated in Section 6, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at Seller's office at 2:00 p.m. on the 19th day of December, 2005 (the “Closing Date”).
Closing; Effective Date. The Plan of exchange shall become effective immediately upon approval and adoption by the parties hereto, in the manner provided by the law of the places of incorporation and constituent corporate documents, and upon compliance with governmental filing requirements, such as, without limitation, compliance with Section 14 of the Securities Exchange Act of 1934, and the filing of Articles of Exchange, if applicable under State Law. Closing shall occur when all requirements have been met. The parties anticipate the filing of a Schedule 14-F Information Statement before closing.
Closing; Effective Date. Subject to the terms and conditions set forth herein, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place simultaneously with the execution and delivery of this Agreement, the consummation of the Private Placement, and the Effective Time (the "Closing Date"). All proceedings to be taken and all documents to be executed at the Closing, including those in connection with the Private Placement and this Agreement, shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed. The Closing shall occur at the offices of Xxxxxxxxx Xxxxxxx, LLP referred to in Section 10.1 hereof. At the Closing, Parent shall present to the Transfer Agent for delivery to each Stockholder the certificate representing the Parent Common Stock to be issued pursuant to Section 1.5(a)(ii) hereof to them pursuant to Sections 1.6 and 4 hereof. Such presentment for delivery shall be against delivery to Parent and Acquisition Corp. of the certificates, opinions, agreements and other instruments referred to in Section 6.1 below, and the certificates representing all of the Company Common Stock issued and outstanding immediately prior to the Effective Time. Parent will deliver at such Closing to the Company the officers' certificate, agreements, instruments and opinion referred to in Section 6.2
Closing; Effective Date. The Plan of exchange shall become effective immediately upon approval and adoption by the parties hereto, in the manner provided by the law of the places of incorporation and constituent corporate documents, and upon compliance with governmental filing requirements, such as, without limitation, filings under the Securities Exchange Act of 1934, and the filing of Articles of Exchange, if applicable under State Law. Closing shall occur when all conditions of closing have been met or are waived by the parties. The parties anticipate the filing of a Schedule 14F-1 Information Statement at least ten days prior to any change in majority of the Board of Directors of CRFU. The Parties expect to make such filing after the Closing.
Closing; Effective Date. The sale contemplated by this Agreement shall be effective upon receipt by Seller, in immediately available funds, of the entire Purchase Price and delivery of possession of the Loan Package to Purchaser, which shall be deemed to have occurred for all purposes at the opening of business of Seller on the date all conditions precedent set forth above have been met or waived in writing (the "Effective Date"). All risk of loss of diminution of value of any collateral pledged by Borrower to Seller shall be on Seller until the Effective Date and on Purchaser from and after the Effective Date.
Closing; Effective Date. The closing of the transactions contemplated by this Agreement will occur at the close of business on June 6, 2000 (the "Closing Date"). On or before the Closing Date, the parties shall execute and deliver the documents and certificates contemplated by this Agreement to be executed and delivered.
Closing; Effective Date. The Plan of exchange shall become effective immediately upon approval and adoption by the parties hereto, in the manner provided by the law of the places of incorporation and constituent corporate documents, and upon compliance with governmental filing requirements, such as, without limitation, compliance with such sections of the Securities Exchange Act of 1934 as are applicable, and the filing of Articles of Exchange under state law. Closing shall occur when all requirements have been met. XXXX anticipates the filing of a Current Report on Form 8-K within four business days of the signing of this Plan of Exchange, and the filing of an additional Form 8-K within four business days of the closing under this Plan of Exchange. With 5 calendar days of the second Form 8-K filing, a Form 8-K/A filing will be made to disclose audited and pro forma financial information about ZHLD.
Closing; Effective Date. Subject to the terms and conditions set forth herein, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxx Xxxxxxx, P.C., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on April 12, 1999, or on such other date and at such other place as may be agreed to by the parties. All proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.
(A) At Closing, the Sellers shall deliver the following documents to Purchaser:
(i) the certificates representing the Securities, together with stock powers duly executed in blank;
(ii) the written resignations of each of the directors and officers of the Company, as may be requested by Purchaser, effective upon Closing;
(iii) the minute books of the Company, including its corporate seals, unissued stock certificates, stock registers, Certificate of Incorporation, bylaws and corporate minutes approving the terms and conditions of this Agreement, the documents to be executed in connection herewith and the transactions contemplated hereby certified by the Secretary of the Company;
(iv) certificates issued by the Secretary of State or other similar appropriate governmental department, as to the good standing of the Company in its jurisdiction of incorporation and certifying its Certificate of Incorporation;
(v) the written consents (on terms satisfactory to Purchaser) of the lessor to each Leased Property to which consent is required under the terms of the Leases for consummation of the transactions contemplated hereby;
(vi) the Consulting Agreements by and between the Company and each of Xxxxx X. Xxxxxxx and Xxxxx X'Xxxxx, duly executed by each of Xxxxx X. Xxxxxxx and Xxxxx X'Xxxxx and in the forms attached as Exhibits "C" and "D" hereto (the "Consulting Agreements");
(vii) the certificate referred to in Section 6.2(d);
(viii) a certificate of the Sellers certifying that the Company has filed an application with the California Department of Corporations requesting the removal of the legend set forth on the certificates representing the Securities;
(ix) a certificate of the Sellers certifying that from December 31, 1998, there have been no payments by the Company to the Sellers or any Affiliates of the Sellers other than (a) salary at an annu...
Closing; Effective Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the Controlling Shareholder's office at 10:00 a.m. EST two business days after Controlling Shareholder has notified Buyer in writing it can satisfy its obligations under Section 2.4(1) below (the “Closing Date”).
