Closing of the Offering. 7.1 The closing of the purchase and sale of the Debentures provided for in this Agreement will be completed at the offices of Burnet, Xxxxxxxxx & Xxxxxx LLP in Calgary, Alberta at the Closing Time, or at such other place as the Trust Parties and the Agents may agree.
7.2 The following are conditions precedent to the obligations of the Agents under this Agreement, which conditions the Trust covenants to fulfil within the times set out herein, and which conditions may be waived in writing in whole or in part by the Agents:
7.2.1 receipt by the Agents of the following documents:
7.2.1.1 favourable legal opinions, dated the Closing Date, from the Trust’s counsel addressed to the Agents and to XxXxxxxx Xxxxxxxx LLP, in such form as the Agents may reasonably request, including with respect to the following matters:
7.2.1.1.1 as to the due formation or incorporation, as applicable, and valid existence of the Trust and each Guarantor under the laws of its jurisdiction of formation or incorporation, as the case may be, and as to the adequacy of the power and authority of the Trust Parties to carry out their obligations under this Agreement and of the Trust to create, authorize and issue the Debentures;
7.2.1.1.2 as to the authorized and issued capital of the Trust and each Guarantor and as to the registered ownership of such issued capital for the Trust and each Guarantor;
7.2.1.1.3 that the Trust is a reporting issuer (or the equivalent) in good standing in each of the Qualifying Jurisdictions under Securities Laws;
7.2.1.1.4 that the Trust and each Guarantor has all requisite power, capacity and authority under the laws of its jurisdiction of formation or incorporation, as the case may be, and all other jurisdictions where it carries on a material part of its business or owns any material property to carry on its business, to own or lease its properties and assets and to carry out the transactions contemplated by the Supplemented Prospectus, this Agreement and the Indenture;
7.2.1.1.5 that all necessary action has been taken by the Trust and the Guarantors, to authorize the execution, delivery and performance of each of the Base Prospectus and the Prospectus Supplement, as applicable, and any Amendments, if applicable, the filing of such documents under Securities Laws and for the Trust to validly issue the Debentures to the Agents;
7.2.1.1. 6 that the Debentures have been validly authorized for issuance by the Trust and, upon the Trust receiving payment of the p...
Closing of the Offering. 8.1 The closing of the purchase and sale of the Offered Shares provided for in this Agreement shall be completed at the offices of Goodmans LLP, Bay Adelaide Centre, 000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0 at the Closing Time.
Closing of the Offering. Provided the Minimum Offering shall have been subscribed for and funds representing the sale thereof shall have cleared, a closing (the "Initial Preferred Closing") shall take place at the offices of the Placement Agent, 830 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xxthin three business days thereafter (but in no event later than five days following the Preferred Termination Date), which closing date may be accelerated or adjourned by agreement between the Company and the Placement Agent. At the Initial Preferred Closing, payment for the Preferred Units issued and sold by the Company shall be made against delivery of the E Preferred Shares comprising such Preferred Units. In addition, subsequent closings of the Offering (if applicable) may be scheduled at the discretion of the Company and the Placement Agent, each of which shall be deemed a "Preferred Closing" hereunder. The date of the last closing of the Offering is hereinafter referred to as the "Final Closing" and the date of any Preferred Closing hereunder is hereinafter referred to as a "Closing Date".
Closing of the Offering. 9.1 The Closing will take place on the Closing Day.
9.2 On Closing, the Issuer will deliver the Certificates, through its registrar and transfer agent, to the Agent, against payment of the Proceeds.
9.3 If the Issuer has satisfied all of its material obligations under this Agreement, on Closing, the Agent will pay the Proceeds to the Issuer against delivery of the Certificates.
9.4 The obligation of the Agent to pay the Proceeds to the Issuer shall be subject to the following conditions precedent:
(a) the Issuer shall have performed or complied with each covenant and obligation herein provided on its part to be performed or complied with;
(b) each of the representations and warranties of the Issuer herein shall continue to be true, and the Officer's Certificate shall contain certification to that effect; and
(c) the Issuer shall have, to the satisfaction of the Agent's counsel, taken or caused to be taken all steps and proceedings which may be requisite under the Applicable Legislation to qualify the Distribution of the Shares to the public in the Selling Provinces through registrants who have complied with the provision of the Applicable Legislation, including the filing and the obtaining of receipts for the Prospectus.
Closing of the Offering. The Offering shall have closed and ----------------------- resulted in net proceeds to PixTech of not less than $15,000,000.
Closing of the Offering. The Offering shall have closed and Buyer shall have received the funds of the Offering.
Closing of the Offering. 1. CFSI LLC shall convey to the OLP (a) all of the membership interests in each of the limited liability companies listed on Schedule J1(a) (collectively, the “Aggregate Cemetery LLCs”), (b) the Association Notes, as hereinafter defined, (c) all of the capital stock of the NJ NQ Sub, and (d) all of the capital stock of the Miscellaneous Companies, as hereinafter defined, all of such matters being contributed as a capital contribution to the OLP subject to the CFSI LLC Secured Indebtedness, as hereinafter defined, and in exchange for the assumption by the OLP of the CFSI LLC Other Indebtedness, as hereinafter defined.
2. CFSI LLC shall contribute to the GP a membership interest in the OLP (the “OLP Interest”) equal to 2.0215% of the membership interests in the OLP and having a value of 2/49ths of the expected equity value of the MLP attributable to the aggregate number of Common Units, as hereinafter defined, to be outstanding after the initial public offering of the Common Units (the “Offering”).
(a) The GP shall convey the OLP Interest to the MLP in exchange for a continuation of the GP’s 2% general partner interest in the MLP and the Incentive Distribution Rights, as hereinafter defined.
(b) CFSI LLC shall contribute to the MLP the remaining membership interests in the OLP equal to 97.9785% of the membership interests in the OLP in exchange for (i) 4,239,782 Subordinated Units, as hereinafter defined, representing subordinated limited partner interests with a 49% profits interest in the MLP, and (ii) 564,782 Common Units representing common limited partner interests with a 6.5% profits interest in the MLP.
(c) The public, through the underwriters (the “Underwriters”) of the Offering, shall contribute $75,337,500 (the “Offering Proceeds”) to the MLP, $70,251,300 net of the Underwriters’ spread of 6.75% (the “Spread”), in exchange for 3,675,000 Common Units with a 42.5% profits interest in the MLP.
4. The MLP shall pay all costs and expenses (the “Offering Costs”) in connection with the Offering, other than the Spread, and shall contribute the balance of the Offering Proceeds to the OLP as an additional capital contribution.
5. The OLP shall use the funds contributed to it by the MLP to repay a portion of the CFSI LLC Indebtedness.
6. Each of the Distribution NQ Subs shall borrow funds equal to the amount due under its respective Sub Note and use such borrowed funds to pay to its Parent Cemetery LLC all of the amounts due under the Sub Note held by its Par...
Closing of the Offering. Prior to the Closing, STG shall have received at least two million dollars ($2,000,000) into escrow in the Offering and all closing conditions for the Offering, other than the Closing of the Exchange, shall have been satisfied or waived. In the event this condition is not satisfied or waived within sixty (60) days after the Private Placement Memorandum is first sent to prospective investors (unless such date shall be extended by the mutual written agreement of the parties hereto), either party may terminate this Agreement without further obligation of any kind.
Closing of the Offering. As to any party to this Agreement, all agreements made by another party or parties for the benefit of such party and to be performed at or before the Closing shall have been duly performed in all material respects or waived, and the Closing shall have occurred.
Closing of the Offering. 10.1 The Closing will take place on the Closing Day.
