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 transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m. Eastern Time, on a date to be specified by the Parties, which shall be no later than the second Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE 7 (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), (the date of Closing, the “Closing Date”), at the offices of Xxxxxxxx & Xxxxx LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, unless another time, date or place is agreed to in writing by Buyer and Seller; provided that notwithstanding the foregoing and anything to the contrary in this Agreement, in 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 Buyer; provided, further, that Buyer may, in its sole discretion, elect for the Closing to occur prior to [***] if it provides at least two Business Days’ prior written notice thereof to Seller and the Company, in which case, the Closing shall occur on the date specified in such notice, which shall not be earlier than two Business Days after the date thereof, provided all conditions set forth in ARTICLE 7 are satisfied or waived on such date.

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 transactions contemplated by this Agreement (the “Closing”) shall will take place at 10:00 9:00 a.m. Eastern Timetime, on a date to be specified by the Parties, which shall be no later than the second third Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE 7 Article VII (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), (the date of Closing, the “Closing Date”), ) at the offices of Xxxxxxxx Weil, Gotshal & Xxxxx LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx000 Xxxxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by Buyer and Seller; provided that notwithstanding the foregoing and anything to the contrary in this Agreement, in no event shall Sellers’ Representative. The date of the Closing occur before is referred to herein as the earlier “Closing Date.” Notwithstanding the foregoing, (a) if the Marketing Period shall not have been completed by the time of the satisfaction or waiver of all of the conditions set forth in Article VII (x) November 1, 2021 and (y) [***] De-SPAC Transaction[***] or (ii) [***] De-SPAC Transaction [***] unless otherwise agreed other than conditions that by their nature are to in writing by Buyer; provided, further, that Buyer may, in its sole discretion, elect for be satisfied at the Closing to occur prior to [***] if it provides at least two Business Days’ prior written notice thereof to Seller and the Company, in which caseClosing), 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 Company and (ii) the Business Day immediately following the last day of the Marketing Period (subject, in such noticeeach case, which shall not be earlier than two Business Days after to the date thereof, provided satisfaction or waiver of all of the conditions set forth in ARTICLE 7 Article VII (other than conditions that by their nature are to be satisfied or waived on such dateat Closing) and (b) in no event shall Buyer be required to complete the Closing and consummate the transactions contemplated hereby prior to November 7, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Winnebago Industries Inc)

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

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 transactions contemplated by this Agreement (the “Closing”) shall take place at (a) 10:00 a.m. Eastern Timea.m., New York time, on a date to be specified by the Parties, which shall be no later than the second fourth (4th) Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE 7 VII (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); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in ARTICLE VII (excluding those conditions 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), (the date of Closing, the “Closing Date”), conditions at the offices of Xxxxxxxx & Xxxxx LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, unless another time, date or place is agreed to in writing by Buyer and Seller; provided that notwithstanding the foregoing and anything to the contrary in this Agreement, in 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 Buyer; provided, further, that Buyer may, in its sole discretion, elect for the Closing to occur prior to [***] if it provides at least two Business Days’ prior written notice thereof to Seller and the Company, in which caseClosing), the Closing shall occur on the earlier to occur of (i) a date during the Marketing Period specified by Buyer on no less than four (4) Business Days’ notice to Seller and (ii) the first (1st) Business Day immediately following the final day of the Marketing Period at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or (b) such other date, time or place as agreed to in such notice, which shall not be earlier than two Business Days after writing by the Parties hereto. The date thereof, provided all conditions set forth in ARTICLE 7 are satisfied or waived on such dateof the Closing is referred to as the “Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medassets Inc)

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