Contribution Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing), the closing of the contribution of Rollover Shares contemplated hereby (the “Contribution Closing”) shall take place on the Business Day prior to the Closing, and the issuance of Parent Shares shall take place upon the Closing. Upon the Contribution Closing, Merger Sub shall be the registered holder of 16,273,054 Class A Ordinary Shares and 19,675,674 Class B Ordinary Shares, collectively representing at least 90% of the votes exercisable in general meetings of the Company, and the Merger will be carried out through a statutory short-form merger in accordance with section 233(7) of the Companies Act.
Contribution Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Article VII of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing), the closing of the contribution and exchange contemplated hereby (the “Contribution Closing”) shall take place immediately prior to the Closing.
Contribution Closing. (a) The closing of the transactions contemplated by this Agreement (the “Contribution Closing”) shall take place remotely via the electronic exchange of documents and signatures, on the same date as and immediately prior to or at the Effective Time (but with effectiveness at (and subject to the occurrence of) the Effective Time). The parties hereto acknowledge and agree that, effective upon the Contribution Closing, this Agreement shall constitute the instrument transferring the Rollover Shares and the SPV Common Units, as applicable.
(b) The consummation of the Exchange with respect to the Rolling Stockholder shall be subject to the satisfaction of the following conditions: (i) the Closing shall occur substantially contemporaneous with or immediately following the Exchange, (ii) with respect to SPV’s obligation to effect the Contribution Closing, (1) the Rolling Stockholder shall have performed in all material respects each of its obligations required to be performed by it under this Agreement at or prior to the Contribution Closing and (2) the Rolling Stockholder’s representations and warranties in this Agreement shall be true and correct in all respects as of the execution of this Agreement and as of the Contribution Closing, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of the Rolling Stockholder to perform of any of its obligations under this Agreement or to consummate the transactions contemplated hereby, and (iii) with respect to the Rolling Stockholder’s obligation to effect the Contribution Closing, (1) SPV shall have performed in all material respects each of its obligations required to be performed by it under this Agreement at or prior to the Contribution Closing and (2) SPV’s representations and warranties in this Agreement shall be true and correct in all respects as of the execution of this Agreement and as of the Contribution Closing, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of SPV to perform of any of its obligations under this Agreement or to consummate the transactions contemplated hereby.
(c) At the Contribution Closing, (i) the Rollover Stockholder shall deliver or cause to be delivered to (or as directed by) SPV (A) as applicable, (1) for Certificated Rollover Shares, all Certificates representing Rollover Shares being contributed to SPV, duly...
Contribution Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Sections 8.1, 8.2 and 8.3 of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing or validly waived), the closing of the contribution and exchange contemplated hereby (the “Contribution Closing”) shall take place no later than one (1) Business Day prior to the Closing, and the issuance of Parent Shares shall take place on or prior to the Closing. Assuming full performance by each Rollover Shareholder of his/her/its obligations under Section 1, upon the Contribution Closing, Merger Sub shall be the registered holder of Shares representing at least 90% of the voting power of the Shares exercisable in a general meeting of the Company, and the Merger will be carried out through a “short-form” merger in accordance with Part XVI and in particular section 233(7) of the Companies Act.
Contribution Closing. Section 2.1 Contribution of Subject Interests 13 Section 2.2 Consideration 13 Section 2.3 The Closing 13
Contribution Closing. The closing (the "Contribution Closing") of the Contribution and Assumption shall take place at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, ox xxx xxxx dax xx, xxt xxxxxxxxxxx xxxxx xx, xxx xxxxxxx xx xxx Xxxhange (the "Closing"). The parties agree that at the Contribution Closing:
(i) LM shall transfer, assign and deliver, or cause the Transferor Subsidiaries to transfer, assign and deliver, to the Company all of the right, title and interest of LM and the Transferor Subsidiaries in, to and under the Transferred Assets, in the case of the Transferred Assets (other than the Equity Securities and the capital stock of the Access Graphics Foreign Subsidiaries), free and clear of all Liens other than Permitted Liens and, in the case of the Equity Securities and the capital stock of the Access Graphics Foreign Subsidiaries, as described in Section 2.04(b), and (ii) the Company shall assume and pay, perform and discharge promptly and in full when due all of the Assumed Liabilities.
(b) LM shall deliver to the Company (i) certificates for the Equity Securities to be delivered by LM pursuant to this Agreement and (ii) certificates for all of the issued and outstanding capital stock of each of the Access Graphics Foreign Subsidiaries, in each case, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction (other than limitations on offers and sales under foreign, federal and state securities laws), duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto.
(c) LM shall deliver to the Company the LM Cash Contribution Amount in immediately available funds by wire xxxxxxer to an account of the Company at a bank designated in writing by the Company at least two Business Days prior to the Contribution Closing.
(d) The Company shall issue to LM an appropriate number of shares of Company Common Stock and the number of shares of Company Preferred Stock determined under Section 2.01(b) of the Exchange Agreement, in such denominations as LM shall designate in writing to the Company not less than two Business Days prior to the Contribution Closing.
Contribution Closing. (i) At the Phase 2(b) Contribution Closing, Parent will deliver, or cause to be delivered, the following to Purchaser:
(1) the Xxxx of Sale for the Phase 2(b) Assets, duly executed and delivered pursuant to the Master Purchase Agreement;
(2) a counterpart to the Omnibus Agreement Amendment with respect to the Phase 2(b) Assets, duly executed by Holdings, the General Partner, First Solar and Parent (“Omnibus Amendment #4”);
(3) a certificate, dated as of the Phase 2(b) Contribution Closing Date (the “Phase 2(b) Closing Certificate”), which certificate shall be validly executed on behalf of Parent, which: (A) remakes the Parent Bringdown Representations solely with respect to the Phase 2(b) Assets as of the Phase 2(b) Contribution Closing Date as if made on the Phase 2(b) Contribution Closing Date and (B) certifies that the covenants and agreements of Parent to be performed or complied with pursuant to this Agreement, at or prior to the Phase 2(b) Closing, shall have been duly performed and complied with in all material respects; and
(4) a FIRPTA Certificate.
(ii) At the Phase 2(b) Contribution Closing, Purchaser will deliver, or cause to be delivered, the following:
(1) the Phase 2(b) Contribution Amount to the Company; and
(2) a counterpart to Omnibus Amendment #4, duly executed by the Partnership and the Purchaser, to Parent.
1.7 The second sentence of Section 4.11(b) is hereby deleted in its entirety and replaced with the following:
1.8 Section 4.11(d) is hereby deleted in its entirety and replaced with the following:
Contribution Closing. The closing of the contribution of the Contribution Shares in exchange for issuance of the Issued Share contemplated hereby (the “Contribution Closing”) shall take place at the time mutually determined by THL and Parent (but in any event no later than immediately prior to the Closing as contemplated by the Merger Agreement). THL shall coordinate with the Company to update the register of members of the Company so that a certified copy of the updated register of members of the Company evidencing Parent’s ownership of the Contribution Shares shall be delivered to Parent at the Contribution Closing. For the avoidance of doubt, the Contribution Shares shall remain as Class B Shares when they are transferred to Parent at the Contribution Closing.
Contribution Closing. The closing of the contribution transactions provided for in this Agreement (the "Contribution Closing") shall take place at the offices of Micron at 0000 Xxxxx Xxxxxxx Xxx, Xxxxx, Xxxxx at the opening of business on May 5, 2006 (the "Closing Date"). At the Contribution Closing, Micron shall deliver to the Company deeds, endorsements, assignments and good and sufficient instruments of conveyance, transfer and assignment as are necessary, appropriate and effective to vest in the Company all of the right, title and interest of Micron in and to the Transferred Assets and, simultaneously with such deliveries, Micron shall take such steps as are necessary to put the Company in actual possession and operating control of the Transferred Assets. On the Closing Date, the Company shall issue to Micron the Units, which shall be fully paid and nonassessable.
Contribution Closing. Subject to the satisfaction or waiver of the closing conditions set forth in Article 3 below and the terms of this Agreement, unless otherwise agreed by Photronics Singapore, DNP Asia Pacific and the Company in writing, the closing of the contribution transactions provided in Section 2.(b) of this Agreement (“Closing”) shall take place on the date that is set and determined by the Board of Directors but shall be no later than ten (10) Business Days after all of the conditions set forth in Article 3 have been satisfied or waived.
