Closing Sequence Sample Clauses

The Closing Sequence clause outlines the specific steps and procedures that must be followed to finalize a transaction or agreement. It typically details the order in which documents are signed, funds are transferred, and any final conditions are satisfied before the deal is officially completed. For example, it may require that all parties confirm receipt of necessary approvals before the transfer of ownership occurs. This clause ensures a clear, organized process for closing, minimizing confusion and reducing the risk of errors or disputes at the final stage of the transaction.
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Closing Sequence. The following actions in the sequence set forth in this Section 3.02 shall be taken at the Closing. The actions set forth in this Section 3.02 shall occur sequentially but shall be deemed to occur simultaneously; provided, however, that none of the actions taken pursuant to this Section 3.02 shall be valid, completed or binding until all of the actions to be taken pursuant to this Section 3.02 have been completed. (a) The parties to the agreements set forth on Schedule 3.02(a) shall cause the cancellation and termination of, and release and discharge of duties, liabilities, covenants and obligations under and in connection with, those agreements in accordance with a deed of release, discharge, cancellation and termination substantially in the form of Exhibit A. (b) The parties to the agreements set forth on Schedule 3.02(b) shall execute and deliver a deed of partial release and discharge substantially in the form of Exhibit B in respect of each of those agreements. (c) The parties to the agreements set forth on Schedule 3.02(c) shall execute and deliver a supplemental deed substantially in the form of Exhibit C in respect of each of those agreements. (d) Drillpetro Shares, Techdrill Shares and Loan Interests (i) Drillpetro shall deliver to Buyer a stock certificate representing the Drillpetro Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (ii) Techdrill shall deliver to Buyer a stock certificate representing the Techdrill Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (iii) Drillpetro, Techdrill, Buyer and the Company shall execute and deliver a general assignment and assumption agreement relating to the Drillpetro Shares, Techdrill Shares and Loan Interests substantially in the form of Exhibit D. (iv) Drillpetro, Techdrill and Buyer shall execute any other instruments of transfer of title required to transfer to Buyer good and valid title to the Drillpetro Shares, Techdrill Shares and Loan Interests, free and clear of all Encumbrances; and (v) The Company shall cause the registration of the transfer of the Drillpetro Shares and Techdrill Shares in accordance with this Section 3.02(d) to be reflected in the share register of the Company.
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Closing Sequence. All proceedings to be taken and all documents to be executed and delivered by all parties thereto at the Closing will be deemed to have been taken and executed in the following sequence on the Closing Date; provided, that no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered:
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Closing Sequence. (a) At or prior to Closing, the Vendors shall deliver the following documents to the Purchaser's Counsel, in each case in escrow, with written instructions that same be released to or at the direction of the Purchaser concurrently with the release of the items specified in Subsection 7.2(b) upon receipt of the Closing Amount pursuant to Section 2.3 and the Escrow Amount in accordance with Subsection 2.6(b)(i): (i) the Shareholder Register and the Excerpt; (ii) the Certificate of Non-Registration; (iii) executed assignment agreements in the forms attached hereto as Schedule 7.2(a)(iii) in respect of each of the Loan Agreements; (iv) a certificate with respect to the incumbency of the officers or managers, as applicable, of the Vendors; (v) a copy of the resolutions of the shareholders' meeting of the Company and of the board of managers of the Company, authorizing the transfer of the Shares and the GTEIH Company Loan Agreement pursuant to the terms of this Agreement, certified by a manager of the Company as true and correct, as of the Closing Date; (vi) a copy of the resolutions of the board of managers or directors of each Vendor, as applicable, authorizing the execution of this Agreement and the performance by each Vendor, as applicable, of its obligations hereunder, certified by a manager or director of each Vendor, as applicable, as true and correct, as of the Closing Date; and (vii) duly executed resignations and mutual releases, substantially in the form attached hereto as Schedule 7.2(a)(vii), duly executed prior to the Closing Date by D▇▇▇▇ ▇▇▇▇▇ and A▇▇▇▇▇ Coral in respect of their positions as managers of, and by the Company and Gran Tierra Brazco (Luxembourg) S.à r.▇., together with resolutions of the shareholders of the Company and Gran Tierra Brazco (Luxembourg) S.à r.▇., respectively, authorizing such releases. (b) At or prior to Closing, the Purchaser shall deliver the following documents to the Vendors' counsel, in escrow, with written instructions that same be released to or at the direction of the Vendors concurrently with the release of the items specified in Subsection 7.2(a) upon receipt by the Vendors of the Closing Amount pursuant to Section 2.3 and the Escrow Amount in accordance with Subsection 2.6(b)(i): (i) a certificate with respect to the incumbency of the officers of the Purchaser; and (ii) a copy of the resolutions of the board of directors of the Purchaser, authorizing the execution of this Agreement and the performance by th...
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Closing Sequence. All payments and other actions under this Section 1.5, and all documents to be executed and delivered by the parties pursuant to this Section 1.5, shall be deemed to have been made, taken, executed and delivered simultaneously.
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Closing Sequence. The following actions in the sequence set forth in this Section 4.02 shall be taken at the Closing. The actions set forth in this Section 4.02 shall occur sequentially but shall be deemed to occur simultaneously; provided, however, that none of the actions taken pursuant to this Section 4.02 shall be valid, completed or binding until all of the actions to be taken pursuant to this Section 4.02 have been completed. (a) Buyer shall contribute or shall cause the contribution to the Company the funds required to cause the satisfaction and discharge of the Indenture (the "Indenture") dated November 1, 1999 by and among the Company, Buyer, Maritima and Wilmington Trust Company, as trustee (the "Trustee"). (b) The Company shall cause the satisfaction and discharge of the Indenture. (c) The Company shall deliver to Maritima the Letter of Credit No. S173431 issued by HSBC Bank USA (formerly Republic National Bank of New York) on November 1, 1999 in favor of the Trustee. (d) The Company shall make a distribution to each Shareholder of one Amethyst II Share for each Share held by that Shareholder, so that Amethyst II Shares are distributed to the Shareholders as follows: (i) 5,088 of those Amethyst II Shares to Drillpetro; (ii) 2,775 of those Amethyst II Shares to Westville; (iii) 1,387 of those Amethyst II Shares to Techdrill; (iv) 1,100 of those Amethyst II Shares to Fund VIII; and (v) 150 of those Amethyst II Shares to Fund VII. In order to effectuate the foregoing distribution: (i) the Company shall deliver to each Shareholder a stock certificate representing the Amethyst II Shares distributed to that Shareholder duly endorsed to that Shareholder or accompanied by a stock power duly endorsed to that Shareholder; (ii) the Company, each Shareholder and Amethyst II shall execute and deliver any instruments of transfer of title required to transfer to that Shareholder good and valid title to the Amethyst II Shares distributed to that Shareholder; and (iii) Amethyst II shall cause the registration of the distribution of the Amethyst II Shares in accordance with this Section 4.02(d) to be reflected in the share register of Amethyst II. (i) The parties to the agreements set forth on Schedule 4.02(e) shall cause the cancellation and termination of, and release and discharge of duties, liabilities, covenants and obligations under and in connection with, those agreements in accordance with a deed of release, discharge, cancellation and termination substantially in the form...
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Related to Closing Sequence

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of ▇▇▇▇▇▇ & Jaclin, LLP, ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2