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”) will take place at 9:00 a.m. Eastern time, on the third Business Day after satisfaction (or waiver) of the conditions set forth in Article VII (other than those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party) at the offices of Weil, Gotshal & Xxxxxx, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by Buyer and Sellers’ Representative. The date of the Closing is referred to herein as the “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 (other than conditions that by their nature are to be satisfied at the Closing), 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 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 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)

AutoNDA by SimpleDocs

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”) will shall take place at 9:00 a.m. Eastern 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 (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 at such time) (such date, the “Closing Date”), at the offices of WeilXxxxxxxx & Xxxxx LLP, Gotshal & 000 Xxxxxxxxx Xxxxxx, 000 Xxxxxxx XxxxxxXxx Xxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by Buyer and Sellers’ Representative. The date of the Closing is referred to herein as the “Closing Date.” Notwithstanding the foregoingParties; provided that, (a) if the Marketing Period shall has not have been completed by ended at the time of the satisfaction or waiver of all of the conditions set forth in Article VII (other than not including conditions that by their nature which are to be satisfied by the delivery of documents or taking of any other action at the ClosingClosing 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 earlier to occur earliest of (ia) a date any Business Day during the Marketing Period as may be specified by Buyer on no less than three (3) Business Days’ prior written notice to the Company and Seller, (iib) the third Business Day immediately following after the last final day of the Marketing Period, or, if the final day of the Marketing Period (subject, in each case, corresponds to the satisfaction or waiver of all Termination Date (or, if applicable, the End Date), then on the final day of the conditions set forth Marketing Period or (c) such other time, date or place as agreed to in Article VII (other than conditions that writing by their nature are to be satisfied at Closing) and (b) in no event shall Buyer be required to complete the Closing and consummate the transactions contemplated hereby prior to November 7, 2016Parties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alliant Techsystems Inc)

Closing of the Transactions Contemplated by this Agreement. The closing of the transactions contemplated by this Agreement (the “Closing”) will shall take place at 9:00 a.m. Eastern (a) 10:00 a.m., New York time, on the third fourth (4th) Business Day after satisfaction (or waiver) of the conditions set forth in Article ARTICLE VII (other than conditions 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) at the offices of Weil, Gotshal & Xxxxxx, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed Party but subject to in writing by Buyer and Sellers’ Representative. The date of the Closing is referred to herein as the “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 such conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing), 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 four (34) Business Days’ notice to the Company Seller and (ii) the first (1st) Business Day immediately following the last final day of the Marketing Period (subjectat the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, in each case000 Xxxxxxx Xxxxxx, to the satisfaction Xxx Xxxx, Xxx Xxxx 00000; or waiver of all of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at Closing) and (b) such other date, time or place as agreed to in no event shall Buyer be required to complete writing by the Parties hereto. The date of the Closing and consummate is referred to as the transactions contemplated hereby prior to November 7, 2016“Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medassets Inc)

AutoNDA by SimpleDocs

Closing of the Transactions Contemplated by this Agreement. The closing of the transactions contemplated by this Agreement (the “Closing”) will shall take place at 9:00 10:00 a.m. Eastern timeTime, on a date to be specified by the third Parties, which shall be no later than the second Business Day after satisfaction (or waiver) of the conditions set forth in Article VII 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 WeilXxxxxxxx & Xxxxx LLP, Gotshal & 0000 Xxxxxxxx Xxxxxx, 000 Xxxxxxx XxxxxxXxxx Xxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000Xxxxxxxxxx, unless another time, date or place is agreed to in writing by Buyer and Sellers’ Representative. The date of Seller; provided that notwithstanding the foregoing and anything to the contrary in this Agreement, in no event shall the Closing is referred occur before the earlier of (x) November 1, 2021 and (y) [***] De-SPAC Transaction[***] or (ii) [***] De-SPAC Transaction [***] unless otherwise agreed to herein as in writing by Buyer; provided, further, that Buyer may, in its sole discretion, elect for the Closing Date.” Notwithstanding to occur prior to [***] if it provides at least two Business Days’ prior written notice thereof to Seller and the foregoingCompany, (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 (other than conditions that by their nature are to be satisfied at the Closing)which case, the Closing shall occur on the date specified in such notice, which shall not be earlier to occur of (i) a than two Business Days after the 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 (subjectthereof, in each case, to the satisfaction or waiver of provided all of the conditions set forth in Article VII (other than conditions that by their nature ARTICLE 7 are to be satisfied at Closing) and (b) in no event shall Buyer be required to complete the Closing and consummate the transactions contemplated hereby prior to November 7, 2016or waived on such date.

Appears in 1 contract

Samples: Unit Purchase Agreement (Pathfinder Acquisition Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!