Closing Termination. The closing of the Transaction (the “Closing”) shall be effective between the Parties as of 12:00 p.m. Eastern Daylight Time on January 6, 2006 (the “Closing Date”). However, in the event that the Parties have not satisfied all of the conditions necessary to Close by the Closing Date including, without limitation, the completion, review and approval of the Disclosure Schedule (hereinafter the “Closing Conditions”) then, in such event, either Party may extend the time period for satisfying such Closing Conditions until 4:00 p.m. Eastern Daylight Time, February 28, 2006 (hereinafter the “Extended Time”) with the understanding and agreement that if the Closing Conditions are completed to the mutual satisfaction of the Parties by the Extended Time that this Transaction shall be effective as of the Closing Date. In the event that the Closing Conditions have not been completed to the mutual satisfaction of the Parties by the Extended Time, this Agreement may be terminated by either Party unless the Parties through their respective legal counsel otherwise agree in writing to an additional extension of time not to exceed ten (10) consecutive days beginning on the day immediately following the Extended Time for satisfying such Closing Conditions. The Closing shall be conducted remotely through the exchange of documents via fax or email with original documents exchanged via overnight, next day delivery by a reputable national courier on the Closing Date or, if the time for satisfying the Closing Conditions has been extended to the Extended Time, on the date on which the Extended Time ends. All deliveries made at the Closing shall be deemed to have been made simultaneously except as one delivery must logically be deemed to precede or follow another.
Closing Termination. 2 3.1 Closing............................................................. 2 3.2 Termination.........................................................
Closing Termination. Upon the terms and subject to the conditions of this Agreement, the closing of the sale, assignment, transfer and delivery of the 10% Notes provided for in Section 2(a) (the “Closing”) shall occur substantially simultaneously with the closing of the Private Financing (as defined below) (the date of such closing, the “Closing Date”) at the offices of Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, or such other location as the parties shall mutually agree. At the Closing, upon the terms and subject to the conditions of this Agreement, (1) the Purchaser shall deliver to each Holder the Purchase Price due to such Holder by wire transfer to the account identified to the Purchaser in writing by the Holder, and (2) each Holder shall deliver to the Purchaser all of such Holder’s 10% Notes (together with a duly executed assignment in the form attached as Exhibit A hereto). Each Holder hereby agrees that it shall promptly, upon the prior written request of the Purchaser, execute and deliver, or cause to be executed and delivered, any and all documents, assignments and other agreements and take or cause to be taken such additional action as the Purchaser may reasonably deem necessary or desirable to effect, consummate, confirm or evidence the transactions described herein.
Closing Termination. (a) The closing of the purchase and sale of the Purchased Securities referred to in Section 1.1(a) above (the "Initial Closing") will take place on the third business day after the conditions to the Initial Closing set forth in Sections 5.1 and 5.2 hereof shall have been satisfied or waived in writing, or on such other date as may be agreed by the parties hereto (the "Initial Closing Date").
(b) Each of the closings of the purchase and sale of the Purchased Securities referred to in Section 1.l(b) above (each a "Subsequent Closing" and, collectively together with the Initial Closing, the "Closings") will take place on the date specified in the notice delivered pursuant to Section 5.3, or on such other date as may be agreed by the parties hereto.
(c) At each Closing, the Company will deliver to the Investor certificates evidencing the number of Purchased Securities to be purchased by the Investor pursuant to Sections 1.1 (a) or (b), as applicable, against payment of the purchase price therefor in cash, by wire transfer of immediately available funds, with confirmed receipt.
Closing Termination. Subject to the satisfaction of the conditions set forth in this Section , the closing of the purchase and sale of the Purchased Assets (the “Closing”) shall take place at the offices of Special Manager at 11 Galgalei Haplada st. Hertzliya (or at such other place as the parties may designate in writing) at 10:00 a.m. (Israel time) on a date to be specified by the parties (the “Closing Date”), which date shall be May 31, 2010, subject to satisfaction or applicable waiver of the conditions for Closing set forth in this Section, unless another time or date, or both, are agreed to in writing by the parties hereto, and in any event not later than the Drop-Dead Date.
Closing Termination. The Contribution Closing shall occur immediately prior to the consummation of the transactions contemplated by the Merger Agreement (but is contingent on its occurrence). If the consummation of the transactions contemplated by the Merger Agreement does not occur for any reason, or the Merger Agreement is validly terminated in accordance with its terms, this Agreement will automatically terminate and none of the parties hereto or their respective Affiliates, stockholders, general partners, limited partners, members, directors, officers, managers, trustees, employees, agents, consultants or Representatives will have any liability or obligation under this Agreement.
Closing Termination. Upon the earliest to occur of (x) the Sponsor -------------------- to hold a Closing Date or a closing for additional Interests or (y) the determination by the Sponsor to liquidate the Fund or (z) the fulfillment of any other escrow termination conditions defined in the Memorandum, the Fund shall provide the Escrow Agent with a written notice thereof, which notice shall specify (i) that (r) the Closing Date has occurred with respect to the Payment or a closing has occurred with respect to r the Additional Funds or (s) the Fund is to be liquidated, or (t) an escrow termination condition was satisfied, as applicable; and (ii) either (a) if such notice specifies all or such portion of the escrow should be terminated pursuant to clauses (r) or (t) above, the Escrow Fund, including any income earned, shall be delivered to the Fund or its duly authorized custodian for investment pursuant to the Memorandum, the Subscription Agreement and the Partnership Agreement or the Fund or its duly authorized custodian for investment as described above or if such notice specifies that all or such portion of the escrow should be terminated pursuant to clause (s) above, Escrow Agent shall distribute the Escrow Fund and any income earned to the Subscribers, pro rata. Upon the Escrow Agent receiving such notice as described above, the Escrow Agent shall promptly, but in any event within five (5) business days, deliver the Escrow Fund, together with any income accrued thereon, as directed in such notice.
Closing Termination. The sale and assignment of the Assets and Goodwill (the "Closing") shall take place at the offices of the Buyer on November 20, 2006, or at such other time and date as the Buyer and the Seller may agree (the "Closing Date"). The effective time of the transactions contemplated hereby shall be 12:01 a.m. on the Closing Date.
Closing Termination. 3.1 The Company shall hold a closing (“Closing”) with respect to any Securities for which subscriptions have been accepted on the date hereof concurrently with the Closing (as defined in the Purchase Agreement).
3.2 Evidence of delivery of uncertificated shares of Common Stock by book-entry representing the Common Stock purchased by the Subscriber pursuant to this Agreement will be provided to the Subscriber as soon as practicable following the Closing. The Subscriber hereby authorizes and directs the Company to deliver such evidence to the Subscriber’s address indicated on the signature page hereto.
3.3 This Agreement shall be terminated and the transactions contemplated hereby shall be abandoned immediately and automatically upon the Purchase Agreement being validly terminated in accordance with Article VII thereof; provided, however, that Sections 4.1, 4.2, 4.5, 4.6, 4.11 and 4.12 shall survive termination of this Agreement. 6 Note: Included in only Jxxxx Xxxxx’x subscription agreement.
3.4 The Subscriber’s obligation to consummate the transactions contemplated hereby, pay the aggregate Purchase Price set forth on the Subscriber’s signature page hereto and purchase at the Closing such number of shares of Common Stock as is set forth on the Subscriber’s signature page hereto shall be subject (i) to the substantially concurrent consummation of the Closing (as defined under the Purchase Agreement) [(ii) to the substantially concurrent consummation of the $685,000,000 first lien term loan credit facility (the “First Lien Term Loan Facility”) contemplated by that certain Commitment Letter, dated as of June 26, 2018, between the Company and Ares Capital Management LLC and HPS Investment Partners, LLC (the “Debt Commitment Letter”), (iii) to the substantially concurrent execution and delivery by the Company of the Registration Rights Agreement by the parties thereto and (iv)]7 to the substantially concurrent conversion or exchange of all of the shares of the Company’s preferred stock held by affiliates of Tengram Capital Partners, LP, which represent all of the issued and outstanding shares of the Company’s preferred stock, into Common Stock.
Closing Termination. The Subscriber hereby acknowledges and agrees that the Agent may waive, in whole or in part, or extend the time for compliance with, any of the conditions for Closing in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way affecting the Subscriber's obligations, and may terminate this Subscription Agreement on behalf of the Subscriber in the event that any condition for Closing has not been satisfied.
