Common use of Closing of the Transactions Contemplated by this Agreement Clause in Contracts

Closing of the Transactions Contemplated by this Agreement. The closing of the purchase and sale of the Shares (the “Closing”) shall take place at 10:00 a.m., New York time, on a date to be specified by the Parties, which shall be no later than the third Business Day after satisfaction (or waiver) of the conditions set forth in Article VII (not including conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party, but subject to the satisfaction or waiver of such conditions at such time) (such date, the “Closing Date”), at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Parties; provided that, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VII (not including conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party), then, subject to the continued satisfaction or waiver of the conditions set forth in Article VII at such time, the Closing shall occur instead on the earliest of (a) any Business Day during the Marketing Period as may be specified by Buyer on no less than three Business Days’ prior written notice to the Seller, (b) the third Business Day after the final day of the Marketing Period, or, if the final day of the Marketing Period corresponds to the Termination Date (or, if applicable, the End Date), then on the final day of the Marketing Period or (c) such other time, date or place as agreed to in writing by the Parties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alliant Techsystems Inc)

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Closing of the Transactions Contemplated by this Agreement. The closing of the purchase and sale of the Shares transactions contemplated by this Agreement (the “Closing”) shall take place at (a) 10:00 a.m., New York time, on a date to be specified by the Parties, which shall be no later than the third fourth (4th) Business Day after satisfaction (or waiver) of the conditions set forth in Article ARTICLE VII (not including other than conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party); provided, but subject to the satisfaction or waiver of such conditions at such time) (such datehowever, the “Closing Date”), at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Parties; provided that, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article ARTICLE VII (not including excluding those conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party), then, Party but subject to the continued satisfaction or waiver of such conditions at the conditions set forth in Article VII at such timeClosing), the Closing shall occur instead on the earliest earlier to occur of (ai) any Business Day a date during the Marketing Period as may be specified by Buyer on no less than three four (4) Business Days’ prior written notice to the Seller, Seller and (bii) the third first (1st) Business Day after the final day of the Marketing Period, or, if immediately following the final day of the Marketing Period corresponds to at the Termination Date (oroffices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, if applicable000 Xxxxxxx Xxxxxx, the End Date)Xxx Xxxx, then on the final day of the Marketing Period Xxx Xxxx 00000; or (cb) such other timedate, date time or place as agreed to in writing by the PartiesParties hereto. The date of the Closing is referred to as the “Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medassets Inc)

Closing of the Transactions Contemplated by this Agreement. The closing of the purchase and sale of the Shares transactions contemplated by this Agreement (the “Closing”) shall will take place at 10:00 a.m., New York 9:00 a.m. Eastern time, on a date to be specified by the Parties, which shall be no later than the third Business Day after satisfaction (or waiver) of the conditions set forth in Article VII (not including other than those conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party, but subject to the satisfaction or waiver of such conditions at such time) (such date, the “Closing Date”), at the offices of Xxxxxxxx Weil, Gotshal & Xxxxx LLPXxxxxx, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by Buyer and Sellers’ Representative. The date of the Parties; provided thatClosing is referred to herein as the “Closing Date.” Notwithstanding the foregoing, (a) if the Marketing Period has shall not ended at have been completed by the time of the satisfaction or waiver of all of the conditions set forth in Article VII (not including other than conditions which that by their nature are to be satisfied by the delivery of documents or taking of any other action at the Closing by any PartyClosing), then, subject the Closing shall occur on the earlier to occur of (i) a date during the Marketing Period specified by Buyer on no less than three (3) Business Days’ notice to the continued Company and (ii) the Business Day immediately following the last day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at such time, the Closing shall occur instead on the earliest of (aClosing) any Business Day during the Marketing Period as may be specified by Buyer on no less than three Business Days’ prior written notice to the Seller, and (b) in no event shall Buyer be required to complete the third Business Day after Closing and consummate the final day of the Marketing Periodtransactions contemplated hereby prior to November 7, or, if the final day of the Marketing Period corresponds to the Termination Date (or, if applicable, the End Date), then on the final day of the Marketing Period or (c) such other time, date or place as agreed to in writing by the Parties2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Winnebago Industries Inc)

Closing of the Transactions Contemplated by this Agreement. The closing of the purchase and sale of the Shares transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., New York timea.m. Eastern Time, on a date to be specified by the Parties, which shall be no later than the third second Business Day after satisfaction (or waiver) of the conditions set forth in Article VII ARTICLE 7 (not including other than those conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party, but subject to the satisfaction or waiver of such conditions at such time) conditions), (such datethe date of Closing, the “Closing Date”), at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx 0000 Xxxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, unless another time, date or place is agreed to in writing by the PartiesBuyer and Seller; provided thatthat notwithstanding the foregoing and anything to the contrary in this Agreement, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VII (not including conditions which are to be satisfied by the delivery of documents or taking of any other action at no event shall the Closing occur before the earlier of (x) November 1, 2021 and (y) [***] De-SPAC Transaction[***] or (ii) [***] De-SPAC Transaction [***] unless otherwise agreed to in writing by any Party)Buyer; provided, thenfurther, subject to the continued satisfaction or waiver of the conditions set forth that Buyer may, in Article VII at such timeits sole discretion, elect for the Closing shall to occur instead on the earliest of (a) any Business Day during the Marketing Period as may be specified by Buyer on no less than three prior to [***] if it provides at least two Business Days’ prior written notice thereof to Seller and the SellerCompany, (b) in which case, the third Closing shall occur on the date specified in such notice, which shall not be earlier than two Business Day Days after the final day of the Marketing Perioddate thereof, or, if the final day of the Marketing Period corresponds to the Termination Date (or, if applicable, the End Date), then provided all conditions set forth in ARTICLE 7 are satisfied or waived on the final day of the Marketing Period or (c) such other time, date or place as agreed to in writing by the Partiesdate.

Appears in 1 contract

Samples: Unit Purchase Agreement (Pathfinder Acquisition Corp)

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Closing of the Transactions Contemplated by this Agreement. The closing of the purchase and sale of the Shares transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., New York, New York time, on a date to be specified by the Parties, which shall be no later than the third fifth (5th) Business Day after satisfaction (or waiver) of the conditions set forth in Article VII 7 (not including other than those conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party, but subject to the satisfaction or waiver of such conditions at such time) (such date, the “Closing Date”), ) at the offices of Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxx, XX 00000, unless another time, date or place is agreed to in writing by Buyer and the PartiesSeller Representative; provided thatprovided, if that the Marketing Period has not ended at the time of the satisfaction Parties shall use reasonable best efforts to take, or waiver of the conditions set forth in Article VII (not including conditions which are cause to be satisfied by the delivery taken, all actions reasonably necessary, proper or advisable to allow Closing to take place as soon as reasonably practicable following such satisfaction of documents or taking of any other action at the Closing by any Party)such conditions; provided, thenfurther, subject to the continued satisfaction or waiver of the conditions set forth in Article VII at such time, that the Closing shall occur instead on not take place prior to the earliest twentieth (20th) day following the date of (a) any Business Day during the Marketing Period as may be specified this Agreement unless requested by Buyer in writing on no less than three two (2) Business Days’ prior written notice to the Seller, (b) the third Business Day after the final day of the Marketing Period, or, if the final day of the Marketing Period corresponds to the Termination Date (or, if applicable, the End Date), then on the final day of the Marketing Period or (c) such other time, date or place as agreed to in writing by the PartiesSeller Representative.

Appears in 1 contract

Samples: Unit Purchase Agreement (White Mountains Insurance Group LTD)

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