Closing; Termination of Offering Sample Clauses

Closing; Termination of Offering. An initial closing of the Offering (the "Initial Closing") may occur after one or more Subscription Agreements for (and funds in respect of the purchase price of) any Units are received and accepted by the Placement Agent or the Company and such Subscription Agreements are approved by the Company. Thereafter, the Offering may continue, up to a maximum (including the Units sold in connection with the Initial Closing) of 122 Units. All such sales must be completed not later than the close of business on June 30, 2001 (or such later date not to exceed two 30 day extensions as is mutually agreed to by the Company and the Placement Agent). The date on which the Initial Closing occurs is hereinafter referred to as the "Initial Closing Date;" the date or dates on which the subsequent closing or closings occur are hereinafter referred to as the "Additional Closing Date;" and the Initial Closing Date and Additional Closing Date(s) are sometimes hereinafter referred to collectively as the "Closing Date," the last of which shall be referred to herein as the "Final Closing Date." On each Closing Date the Company shall deliver to the Placement Agent, on behalf of the Subscribers, the certificates representing the Shares and Warrants being purchased by the Subscribers on such Closing Date pursuant to Section 1 of this Agreement, against payment therefore, and a check or wire transfer in payment of the amounts set forth in Section 4 below. In the event of termination of the Offering contemplated herein, this Agreement, other GunnAllen Financial, Inc. March 1, 2001 Page 3 than Sections 9 and 10 hereof, shall be automatically terminated and neither party shall have any further obligation to the other party under this Agreement other than as expressly set forth in this Agreement.
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Closing; Termination of Offering. The Closing of the Sunrise Offer (the "Final Closing") shall occur on November 15, 1996 or such later date as may be mutually agreed upon by the Company and Sunrise (the "Final Closing Date"). By mutual agreement of the Company and Sunrise, an interim closing (the "Initial Closing") of the Sunrise Offer may occur prior to the Final Closing Date. Each of the Initial Closing and the Final Closing is referred to herein as a "Closing" and the date on which each occurs is referred to herein as a "Closing Date". At each Closing, the Company shall deliver to Sunrise, on behalf of the appropriate Subscribers, the certificates representing the Special Warrants being purchased by such Subscribers at such Closing against payment therefor out of the Escrow Account. In the event that no Special Warrants are sold hereunder, on the Final Closing Date all terms of this Agreement shall be automatically terminated and neither party shall have any further obligation to the other party under this Agreement other than the Company's obligation to pay expenses as set forth in Section 4.3 and Section 9 of this Agreement.
Sample 1
Closing; Termination of Offering. The Closing of the Dallas Research Offer (the "Final Closing") shall occur on November 15, 1996 or such later date as may be mutually agreed upon by the Company and Dallas Research (the "Final Closing Date"). By mutual agreement of the Company and Dallas Research, an interim closing (the "Initial Closing") of the Dallas Research Offer may occur prior to the Final Closing Date. Each of the Initial Closing and the Final Closing is referred to herein as a "Closing" and the date on which each occurs is referred to herein as a "Closing Date". At each Closing, the Company shall deliver to Dallas Research, on behalf of the appropriate Subscribers, the certificates representing the Special Warrants being purchased by such Subscribers at such Closing against payment therefor as provided in Section 3(c) of this Agreement. In the event that no Special Warrants are sold hereunder, on the Final Closing Date all terms of this Agreement shall be automatically terminated and neither party shall have any further obligation to the other party under this Agreement other than the Company's obligation to pay expenses as set forth in Section 9 of this Agreement.
Sample 1

Related to Closing; Termination of Offering

  • 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.

  • Conditions to Closing Termination 34 6.1 Conditions Precedent to Obligations of Purchaser........................... 34 6.2 Conditions Precedent to the Obligations of the Shareholders................ 37 6.3 Termination................................................................ 38

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

  • SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE In the event of a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of twelve (12) months from the date of such termination, on the dates specified in Section 3.1, and Employee shall also be paid an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.2 to the contrary, the Employee may in the Employee’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Other Than for Cause, elect to receive from the Employer a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.2. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any AHC or Avocent stock option plans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Other Than for Cause (even if Employee elects to receive a lump sum severance payment).

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination Other Than a Qualifying Termination If the termination of the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.

  • Qualifying Terminations The occurrence of any one of the following events within twenty-four calendar months after a Change in Control of the Company will trigger the payment of Severance Benefits under this Agreement:

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • PROVISIONS SURVIVING TERMINATION The provisions of Sections 10, 14, 16, 21 and 29 of this Agreement shall survive termination of this Agreement for any reason.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

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