Common use of Closing of the Securities Purchase and Exchange Clause in Contracts

Closing of the Securities Purchase and Exchange. (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held (1) immediately prior to the filing of the certificates of merger with the Secretary of State of the State of Ohio and the Department of Licensing and Regulatory Affairs of the State of Michigan pursuant to which the Merger will be consummated or (2) at such other time or date that is agreed to in writing by the Seller and the Purchaser (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller and the Purchaser shall mutually agree in writing. (B) At the Closing, or simultaneously therewith, the following shall occur: (1) the Seller will deliver to the Purchaser certificates for the Shares and the Warrant, duly endorsed in blank or accompanied by stock powers duly endorsed in blank; (2) the Purchaser will pay the aggregate Purchase Price to the Seller, by wire transfer in immediately available funds, to an account designated in writing by the Seller to the Purchaser, such designation to be made not later than two Business Days prior to the Closing Date; and (3) the Purchaser shall deliver to the Seller or its designee the executed FirstMerit Warrant in the form attached hereto as Exhibit A.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Firstmerit Corp /Oh/), Securities Purchase Agreement

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Closing of the Securities Purchase and Exchange. (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held (1) immediately prior to the filing of the certificates articles of merger with the Secretary of State of the State of Ohio West Virginia and the Department of Licensing and Regulatory Affairs office of the Virginia State of Michigan Corporation Commission pursuant to which the Merger will be consummated or (2) at such other time or date that is agreed to in writing by the Seller Seller, the Purchaser and the Purchaser Company (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller Seller, the Purchaser and the Purchaser Company shall mutually agree in writing. (B) At the Closing, or simultaneously therewith, the following shall occur: (1) the Seller will deliver to the Purchaser certificates for the Shares and the Warrant, duly endorsed in blank or accompanied by stock powers duly endorsed in blankblank or other required instruments of transfer; (2) the Purchaser will pay the aggregate Purchase Price to the Seller, by wire transfer in immediately available funds, to an account designated in writing by the Seller to the Purchaser, such designation to be made not later than two Business Days prior to the Closing Date; and (3) the Purchaser shall deliver to the Seller or its designee the executed FirstMerit City Holding Warrant in the form attached hereto as Exhibit A.

Appears in 1 contract

Samples: Securities Purchase Agreement

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Closing of the Securities Purchase and Exchange. (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held (1) immediately prior to the filing of the certificates articles of merger with the Department of State of the Commonwealth of Pennsylvania and the Secretary of State of the State of Ohio and the Department of Licensing and Regulatory Affairs of the State of Michigan West Virginia pursuant to which the Merger will be consummated or (2) at such other time or date that is agreed to in writing by the Seller and the Purchaser (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller and the Purchaser shall mutually agree in writing. (B) At the Closing, or simultaneously therewith, the following shall occur: (1) the Seller will deliver to the Purchaser certificates for the Shares and the Warrant, duly endorsed in blank or accompanied by stock powers duly endorsed in blankblank or other required instruments of transfer; (2) the Purchaser will pay the aggregate Purchase Price to the Seller, by wire transfer in immediately available funds, to an account designated in writing by the Seller to the Purchaser, such designation to be made not later than two Business Days prior to the Closing Date; and (3) the Purchaser shall deliver to the Seller or its designee the executed FirstMerit WesBanco Warrant in the form attached hereto as Exhibit A.

Appears in 1 contract

Samples: Securities Purchase Agreement

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