Disbursement if Closing Not Consummated Sample Clauses

Disbursement if Closing Not Consummated. (i) If the Purchase Agreement is terminated for any reason and the Closing is not consummated prior to the Closing Date or if Seller or Purchaser otherwise is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement, either Seller or Purchaser (as the case may be) (the "Requesting Party") may provide written notice to Escrow Agent that the Purchase Agreement has been terminated and Seller or Purchaser (as the case may be) is entitled to receive the Xxxxxxx Money pursuant to the Purchase Agreement and that the Xxxxxxx Money is to be distributed in accordance with the instructions given in such notice (a "Disbursement Request"). Escrow Agent shall provide written notice (the "Receipt Notice") to the other Party (the "Confirming Party") of its receipt of such Disbursement Request (together with a copy of the Disbursement Request) no later than one (1) Business Day after its receipt of such Disbursement Request.)
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Disbursement if Closing Not Consummated. (i) In the event that the Purchase Agreement is validly terminated prior to the Third Closing by (A) either Party pursuant to Section 9.1(d) of the Purchase Agreement at a time when Buyer is in breach of any of its representations, warranties, covenants or agreements contained therein, which breach would result in the failure to satisfy any of the conditions set forth in Section 7.3(a) or 7.3(b) of the Purchase Agreement or (B) by Seller pursuant to Section 9.1(f) of the Purchase Agreement, then, within one (1) Business Day of such termination, Buyer and Seller shall provide joint written instructions to Escrow Agent, instructing Escrow Agent to disburse the then-remaining Deposit to Seller, subject to the provisions of Section 9.2(d) of the Purchase Agreement, and, upon receipt of such instructions, Escrow Agent shall disburse the then-remaining Deposit in accordance with such instructions.
Sample 1
Disbursement if Closing Not Consummated. In the event that the Purchase Agreement is validly terminated prior to the Closing by (i) either Party pursuant to Section 9.1(c) thereof at a time when any Buyer is in breach of any of its representations, warranties, covenants or agreements contained therein, which breach would result in the failure to satisfy any of the conditions set forth in Section 7.3(a) or 7.3(b) thereof or (ii) Parent pursuant to Section 9.1(e) thereof, then, within one (1) Business Day of such termination, Buyers and Parent shall provide joint written instructions to Escrow Agent, instructing Escrow Agent to disburse the Deposit to Parent, subject to the provisions of Section 9.2(d) of the Purchase Agreement. In the event that the Purchase Agreement is terminated prior to the Closing pursuant to Section 9.1(a), 9.1(b), 9.1(c) (other than in the circumstances set forth in clause (i) of the immediately preceding sentence) or 9.1(d) thereof, then, within one (1) Business Day of such termination, Buyers and Parent shall provide joint written instructions to the Deposit Escrow Agent, instructing the Deposit Escrow Agent to disburse the Deposit to Buyers.
Sample 1

Related to Disbursement if Closing Not Consummated

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Conditions to Closing of the Investors Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investors:

  • First Closing The First Closing shall have occurred.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

  • Escrow Closing At the election of Selling Lessor or Lessee upon notice to the other party not less than five (5) days prior to the Closing, this sale shall be closed through an escrow with the Title Company, in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then is use by said company, with such special provisions inserted in the escrow agreement as may be required to conform with this agreement. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, paying of the purchase price and delivery of the deed shall be made through the escrow. The cost of the escrow shall be divided equally between the Selling Lessor and Lessee. If for any reason other than Lessee's default, the transaction fails to close, the Xxxxxxx Money shall be returned to Lessee forthwith.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

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