Date and Place of Asset Closings Sample Clauses

Date and Place of Asset Closings. (a) A Draft Asset Reorganization Plan, Final Asset Reorganization Plan and an Asset Closing may be completed for the consummation of the sale of the Transferred Assets to, and the assumption of Assumed Liabilities by, Atlanta in (i) a separate closing for each of the following: (A) the Transferred Assets related to the Retail Business, (B) the Transferred Assets related to the Wholesale Business, and (C) if applicable, the Transferred Assets related to the Wool Business; and (ii) one or more separate closings of the Delayed Assets. (b) Notwithstanding anything in this Agreement, no Asset Closing will take place prior to the later to occur of the following: (i) the date that is four months immediately following the First Take-up Date, and (ii) August 1, 2012. If, following the acquisition of 66 2/3% of the outstanding Target Shares, Green Bay determines that a special shareholders meeting of Target is reasonably required to complete the sale of the Transferred Assets to Atlanta, the dates in Section 12.1(b)(i) above shall be extended by the number of days reasonably required to convene and conduct such meeting. (c) On the dates to be set as Asset Closing Dates pursuant to Section 12.1(d): (i) the Retail Business Asset Closing will take place on the earlier of (A) after Retail Business Transferred Assets comprising, in aggregate, at least the minimum percentage determined in the Final Asset Reorganization Plan of the amount of the Base Purchase Price allocated to the Retail Business, or failing such determination, at least 90% of the amount of the Base Purchase Price allocated to the Retail Business, are Capable of Being Transferred, and (B) 30 days following the Retail Business Sale Date in respect of all Retail Business Transferred Assets Capable of Being Transferred on such date; (ii) the Wholesale Business Asset Closing will take place when all of the Wholesale Business Transferred Assets are Capable of Being Transferred; (iii) if Atlanta’s option to exclude the Wool Business referred to in paragraph (g) of the definition of Excluded Assets is not exercised, the Wool Business Asset Closing will take place when all of the Wool Business Transferred Assets are Capable of Being Transferred; and (iv) the Asset Closings in respect of the Delayed Assets will take place (A) after such Delayed Assets comprise, in aggregate, an amount of the Base Purchase Price determined in the Final Asset Reorganization Plan, or failing such determination, at least $10 million, ...
AutoNDA by SimpleDocs

Related to Date and Place of Asset Closings

  • Date and Place of Closing The closing (the “Closing”) hereunder with respect to the issuance and sale of the shares of Common Stock and the consummation of the related transactions contemplated hereby shall, subject to the satisfaction or waiver of the applicable conditions set forth in Article VII, take place at the offices of Xxxxxx & Xxxxxxxxx, P.C., 0 Xxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at the same time and on the same date (the “Closing Date”) as the closing of the sale of the Debenture.

  • Date, Time and Place of Closing The time, place and date of the Formation Transaction shall be at 10:00 a.m. in the office of DLA Piper LLP (US), 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx on the day on which the Company receives the proceeds from the Public Offering from the underwriters thereof (the “Closing” or “Closing Date”); provided, however, that the Contributor shall deliver the Closing Documents into a closing escrow established by the Company and the Operating Partnership one (1) business day prior to the expected Closing Date.

  • Time and Place of the Closing If the conditions referred to in Article 9 and Article 10 have been satisfied or waived in writing, and subject to any extensions provided for herein, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., whose address is 0000 Xxxxxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, at 10:00 a.m. Houston, Texas time on October 1, 2013, or such other date that is mutually agreed by the Parties or to which the Closing is postponed pursuant to this Agreement (the “Closing Date”).

  • Time and Place of Closing The closing of the transactions contemplated hereby (the "Closing") will take place at 9:00 A.M. on the date that the Effective Time occurs (or the immediately preceding day if the Effective Time is earlier than 9:00 A.M.), or at such other time as the Parties, acting through their authorized officers, may mutually agree. The Closing shall be held at such location as may be mutually agreed upon by the Parties.

  • Name and Place of Business Other than previously disclosed in writing to you I have not changed my name or principal place of business within the last 10 years and have not used any other trade or fictitious name. Without your prior written consent, I do not and will not use any other name and will preserve my existing name, trade names and franchises.

  • Closing Date and Place 15. Closing shall take place at the office of at o’clock on , 20 or, upon reasonable notice (by telephone or otherwise) by Purchaser, at the office of

  • Date and Place Signature (and Company Stamp) : ............................................................................................................

  • Time and Place of Payments Unless otherwise expressly provided herein, the Borrower shall make all payments pursuant to this agreement or pursuant to any document, instrument or agreement delivered pursuant hereto by deposit to the Designated Account before 12:00 noon (Toronto time) on the day specified for payment and the Administrative Agent shall be entitled to withdraw the amount of any payment due to the Administrative Agent or the Lenders hereunder from such account on the day specified for payment.

  • Additional Closing To the extent that, upon the First Tranche Closing, the First Tranche Financing Amount is less than the Financing Amount, then the Company shall be permitted, at any time during the sixty (60) day period following the First Tranche Closing, to offer and sell 2015 Notes equal to the Remaining Financing Amount pursuant to this Agreement to purchasers that the Company and Requisite Lenders mutually agree upon (each such holder, an “Additional Lender” and collectively, the “Additional Lenders”). The closings of such sales shall be referred to herein as the “Additional Closings” and shall occur on a date determined by the Company and each Additional Lender, provided such date is prior to the end of the sixty (60) day period after the First Tranche Closing. All sales made at the Additional Closings (a) shall be made on the terms and conditions set forth in this Agreement, (b) the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the First Tranche Closing and (c) the representations and warranties of the Additional Lenders in Section 5 hereof shall speak as of the Additional Closing. The Schedule of Lenders may be amended by the Company without the consent of the Lenders to include any Additional Lenders in the Additional Closings upon the execution by such Additional Lender of a counterpart signature page hereto and of the other agreements and documents contemplated herein. The Additional Closings shall also take place at the offices of Xxxxxx & Xxxxxxx LLP or at such other place and at such time as the Company and each Additional Lender may agree in writing. Any notes sold pursuant to this Section 2.2 shall be deemed to be “2015 Notes”, for all purposes under this Agreement and any Additional Lenders thereof shall be deemed to be “Lenders” for all purposes under this Agreement.

  • Name and Principal Place of Business The name of the Company shall be [NAME OF COMPANY], LLC with a principal place of business located at [PRINCIPAL PLACE OF BUSINESS] or at any other such place of business that the Member(s) shall determine.

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