Closing Matters Sample Clauses

Closing Matters. Subject to the terms and conditions of this Agreement: 3.2.1 at the Closing, the Purchaser shall (a) pay to the Vendors the Cash Consideration in full by wire transfer of immediately available funds to the Vendors’ accounts and in the Vendors’ Proportion, provided that not later than 3 (three) Business Days preceding the Closing Date any of the Vendors shall be entitled to designate alternative accounts for the respective amounts due to each of them, with the proviso that any new account designated by Vitonas shall also be with the Bank. The payment by the Purchaser of the Cash Consideration to such accounts shall be deemed an effective discharge of the requirement to pay such sum if and when the relevant sums shall have been received for the credit of each of such accounts; (b) issue the Transferable EuroWeb Shares in the names of the Vendors and based upon the Vendors’ Proportion and deliver stock certificates representing the Transferable EuroWeb Shares to the Vendors or to the agents or brokerage firms as designated by the Vendors to the Purchaser in writing not later than 5 Business Days prior to Closing which Transferable EuroWeb Shares shall be qualified for trading on the NASDAQ National Market System or SmallCap Market; (c) deliver the stock certificates representing the Escrow Shares and the irrevocable signed stock power to the Escrow Agent in full accordance with the Escrow Agreement; delivery to be confirmed in writing by the Escrow Agent to the Vendors (and if required, in accordance with Section 9.2 (c) hereof deliver the Additional Security to the Vendors in form and substance reasonably satisfactory to the Vendors). 3.2.2 at the Closing, the Vendors shall (a) deliver to the Purchaser such resignations or recalls of members of the board of directors and supervisory board, and the auditors of the Company as the Purchaser shall request; (b) upon receipt of the Cash Consideration, the transfer of the Transferable EuroWeb Shares and the written confirmation from the Escrow Agent pursuant to Section 3.2.1 (c) hereof (i) obtain the release from the Bank of the Vitonas Security Obligations; (ii) deliver to the Purchaser the Sale Shares endorsed to the Purchaser; and (iii) deliver to the Company the duly signed Assignment Notice. 3.2.3 Immediately following the delivery of the Sale Shares pursuant to Section 3.2.2(b)(ii) the Purchaser shall be registered in the share register of the Company as the owner of the Sale Shares.

Closing Matters. As soon as reasonably practicable after Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchaser certificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant.

Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

Closing Matters. All proceedings (including, without limitation, the matters referred to in Section 2.7) to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Purchaser and its counsel.

Closing Matters. (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur on the date on which Buyer’s trust account is liquidated after the Merger is consummated (the “Closing Date”). At the Closing, Buyer shall pay Seller the Aggregate Purchase Price by wire transfer from Prospect’s trust account of immediately available funds to an account specified by Seller and Seller shall deliver the Shares to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. It shall be a condition to the obligation of Buyer on the one hand and Seller on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

Closing Matters. On the Closing Date, subject to the terms and conditions hereof, the following actions shall be taken: (a) The Company will deliver to the Purchaser the Note dated the Closing Date, in the principal amount of $200,000. (b) The Purchaser shall deliver to the Company the Exchanged Shares.

Closing Matters. At each Closing the following actions shall be taken: (a) each Subscriber shall deliver its Purchase Price in immediately available United States funds to the escrow account established for the Offering; (b) the Company shall cause its stock transfer agent to deliver certificates representing the Common Shares subscribed for to each Subscriber; and (c) each of the Company and the Subscriber shall deliver to the other signed copies of this Substriction Agreement.

Closing Matters. On the Closing Date, subject to the terms and conditions hereof, the following actions shall be taken: (a) The Company, against delivery of payment of the Purchase Price, will deliver to the Purchaser the documents required to be delivered by Section 5.4 hereof. (b) The Purchaser shall deliver to the Company the Purchase Price in immediately available funds by wire transfer of immediately available funds in accordance with the instructions of the Company.

Closing Matters. At the Closing Time, (i) the Registration Statement and the Prospectus shall contain all statements that are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, (ii) the representations and warranties in Section 1 hereof shall be true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any Material Adverse Effect, whether or not arising in the ordinary course of business, (iv) no action, suit or proceedings at law or in equity shall be pending or, to the knowledge of the Operating Partnership or the Company, threatened against such entity or any Subsidiary before or by any court or governmental agency wherein an unfavorable decision, ruling or finding might result in any Material Adverse Effect other than as set forth in the Prospectus, (v) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the Operating Partnership or the Company, threatened by the Commission or by the state securities authority of any jurisdiction and (vi) the Underwriters shall have received, at the Closing Time, a Certificate of the Chairman of the Board and Chief Executive Officer and the chief financial or chief accounting officer of the Company, in its individual capacity and as the general partner of the Operating Partnership, dated as of the Closing Time, stating its compliance with subparagraphs (i) through (v) of this subsection (c), and stating that each of the Operating Partnership and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time. As used in this Section 5(d) the term "Prospectus" means the Prospectus in the form first used by the Underwriters to confirm sales of the Securities.