Common use of Effective Date of Closing Clause in Contracts

Effective Date of Closing. The Parties acknowledge that because of the logistics involved with receiving the proceeds from the IPO after pricing, there will be a delay of three (3) to five (5) Business Days between pricing of the F5 Finishes Stock at the IPO and the distribution of the net proceeds from the IPO to F5 Finishes, and in turn from F5 Finishes to the Shareholder and the shareholders of the other Combining Companies to pay the cash portion of the Purchase Price. The Parties agree that all Closing Documents will be dated as of the Effective Date (i.e., the date that the IPO is priced), and that such Closing Documents, along with the F5 Finishes Stock comprising part of the Purchase Price, and the Shares being sold to F5 Finishes will be deemed delivered in escrow, and all closing conditions shall be deemed to have been met, with the sole exception of the payment of the cash portion of the Purchase Price to Shareholder and the shareholders of the other Combining Companies, and this Agreement shall remain in full force and effect. Once payment of the cash portion of the Purchase Price to be delivered at Closing is received by Shareholder, the Closing documents, F5 Finishes Stock and the Shares shall be deemed to have been delivered and the Closing shall be deemed to have occurred as of the Effective Date. In the event that the cash portion of the Purchase Price payable at Closing is not delivered to Shareholder within five (5) business days after the Effective Date, Shareholder may terminate this Agreement in accordance with Section 9.1(b)(1) without regard to the cure period therein.

Appears in 4 contracts

Samples: Combination Agreement (F5 Finishes, Inc), Combination Agreement (F5 Finishes, Inc), Combination Agreement (F5 Finishes, Inc)

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Effective Date of Closing. The Parties acknowledge that because of the logistics involved with receiving the proceeds from the IPO after pricing, there will be a delay of three (3) to five (5) Business Days between pricing of the F5 Finishes Stock at the IPO and the distribution of the net proceeds from the IPO to F5 Finishes, and in turn from F5 Finishes to the Shareholder Shareholders and the shareholders of the other Combining Companies to pay the cash portion of the Purchase Price. The Parties agree that all Closing Documents will be dated as of the Effective Date (i.e., the date that the IPO is priced), and that such Closing Documents, along with the F5 Finishes Stock comprising part of the Purchase Price, and the Shares being sold to F5 Finishes will be deemed delivered in escrow, and all closing conditions shall be deemed to have been met, with the sole exception of the payment of the cash portion of the Purchase Price to Shareholder Shareholders and the shareholders of the other Combining Companies, and this Agreement shall remain in full force and effect. Once payment of the cash portion of the Purchase Price to be delivered at Closing is received by Shareholderthe Shareholders, the Closing documents, F5 Finishes Stock and the Shares shall be deemed to have been delivered and the Closing shall be deemed to have occurred as of the Effective Date. In the event that the cash portion of the Purchase Price payable at Closing is not delivered to Shareholder the Shareholders within five (5) business days after the Effective Date, Shareholder the Shareholders may terminate this Agreement in accordance with Section 9.1(b)(1) without regard to the cure period therein.

Appears in 1 contract

Samples: Combination Agreement (F5 Finishes, Inc)

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Effective Date of Closing. The Parties acknowledge that because of the logistics involved with receiving the proceeds from the IPO after pricing, there will be a delay of three (3) to five (5) Business Days between pricing of the F5 Finishes Stock at the IPO and the distribution of the net proceeds from the IPO to F5 Finishes, and in turn from F5 Finishes to the Shareholder Shareholders and the shareholders of the other Combining Companies to pay the cash portion of the Purchase Price. The Parties agree that all Closing Documents will be dated as of the Effective Date (i.e., the date that the IPO is priced), and that such Closing Documents, along with the F5 Finishes Stock comprising part of the Purchase Price, and the Shares being sold to F5 Finishes will be deemed delivered in escrow, and all closing conditions shall be deemed to have been met, with the sole exception of the payment of the cash portion of the Purchase Price to Shareholder Shareholders and the shareholders of the other Combining Companies, and this Agreement shall remain in full force and effect. Once payment of the cash portion of the Purchase Price to be delivered at Closing is received by Shareholderthe Shareholders, the Closing documents, F5 Finishes Stock and the Shares shall be deemed to have been delivered and the Closing shall be deemed to have occurred as of the Effective Date. In the event that the cash portion of the Purchase Price payable at Closing is not delivered to Shareholder the Shareholders within five (5) business days after the Effective Date, Shareholder the Shareholders may terminate this Agreement in accordance with Section 9.1(b)(1) without regard to the cure period therein.

Appears in 1 contract

Samples: Combination Agreement (F5 Finishes, Inc)

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