Exchange Closing. 2.1. The closing of the Exchange (the “Exchange Closing”) shall take place at such place as the Closing of the transactions contemplated by the Merger Agreement and contemporaneously with the consummation of the Merger pursuant to the Merger Agreement.
Exchange Closing. Closing of the Exchange (the “Closing”) will occur concurrently with the Matrix Merger and as soon as practicable after the special meeting of Matrix shareholders to consider and vote upon the Matrix Merger (the “Closing Date”); provided that each of the conditions precedent to the obligations of the parties to effect the Closing are then satisfied or waived by the applicable party. The parties may agree in writing on another date, time or place for the Closing. At the Closing, the parties will release or cause the Escrow Agent to release the escrowed documents from escrow to the parties designated to receive such documents under the Escrow Agreement, and Parent shall pay and deliver the Exchange Consideration to the Partners as prescribed in this Agreement.
Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the "Exchange Closing") shall take place at the offices of Fenwick & West LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, (or such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement.
(b) At the Exchange Closing, the Stockholder will deliver to GHX (i) stock certificates duly endorsed for transfer to GHX, accompanied by stock powers duly endorsed in blank, representing the number of Shares subject to the Exchange and (ii) an Accession Agreement (the "Accession Agreement") in the form attached as Schedule A hereto to the Third Amended and Restated Formation Agreement of GHX (the "Formation Agreement"), as amended by Amendment No. 1 thereto in the form attached as Schedule B hereto (the "Formation Agreement Amendment" and the Formation Agreement as amended by the Formation Agreement Amendment, the "Revised Formation Agreement"), and the Fifth Amended and Restated Limited Liability Company Agreement of GHX (the "LLC Agreement"), as amended by Amendment No. 1 thereto in the form attached as Schedule C hereto (the "LLC Agreement Amendment" and the LLC Agreement as amended by the LLC Agreement Amendment, the "Revised LLC Agreement"), duly executed by the Stockholder. At the Exchange Closing, GHX will (i) issue the Exchange Units to the Stockholder and (ii) deliver to the Stockholder the Accession Agreement duly executed by GHX and the Formation Agreement Amendment and the LLC Agreement Amendment duly executed by GHX and members of GHX holding that number of membership interests of GHX as is necessary to approve the Formation Agreement Amendment and the LLC Agreement Amendment, as applicable.
Exchange Closing. (a) Each Member will deliver a certificate, endorsed for transfer to Parent, representing the Units being exchanged and, and Parent will deliver a certificate, endorsed for transfer to each Member, representing the Parent Shares being exchanged in the number set forth in Section 1.1 hereof. Subject to the satisfaction of the conditions set forth in Article VII, the time and date of such deliveries shall be 10:00 a.m., Houston time, on a date and at a place to be specified by the Parties (the “Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VII, as evidenced by, and specified in, a Notice signed by each of the Parties.
(b) The documents to be delivered at the Exchange Closing by or on behalf of the Parties hereto pursuant to this Article II and any additional documents reasonably requested by either Party pursuant to Section 6.2, will be delivered at the Exchange Closing at the address of the offices of Company set forth in Section 8.1.
Exchange Closing. The Exchange Closing shall, unless otherwise mutually agreed by the Company and the Initial Member or JDI, be held at the principal offices of the Company, on a date (the “Exchange Closing Date”) that is the later of (a) Proposed Exchange Closing Date as specified in the Exchange Notice or (b) the date that is five Business Days after the expiration or termination of the waiting period applicable to the Initial Member or JDI, if any, under the Xxxx-Xxxxx-Xxxxxx Antirust Improvement Act of 1976, as amended (the “HSR Act”). The Company agrees to use its best efforts to obtain an early termination of the waiting period applicable to any such acquisition, if any, under the HSR Act. Until the Exchange Closing Date, an Initial Member and JDI shall continue to own his Offered Units, and will continue to be treated as a Member for all purposes of this Agreement, including, without limitation, for purposes of voting, consent, allocations and distributions. Offered Units will be transferred to the Company only upon receipt by the tendering Initial Member or JDI of Public Company Shares or cash in payment in full therefor.
Exchange Closing. The date and time of the closing (the “Closing”) of the transactions specified in Section 1 above (the “Closing Date”) shall be 9:00 a.m., New York City time, on the record date for the Spin-off Distribution, subject to the notification of satisfaction (or waiver) of the conditions to Closing set forth in Sections 4 and 5 hereof. The Closing shall occur at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and may be undertaken remotely by electronic exchange of documentation.
Exchange Closing. (a) At the Exchange Closing, (i) the Class B Stockholder will deliver or cause to be delivered a single stock certificate representing all of the Class B Exchange Shares accompanied by duly executed instruments of transfer, including any required transfer stamps affixed thereto, (x) to Xx. Xxxxxx with such instrument of transfer covering such number of BD Class B Exchange Shares as is equal to the number of BD Common Exchange Shares delivered by Xx. Xxxxxx in the D Exchange, (y) to the Family Entity with such instrument of transfer covering such number of BD Class B Exchange Shares as is equal to the number of BD Common Exchange Shares delivered by the Family Entity in the Family Entity Exchange, and (z) if the Foundation Participation Election is made, to the Family Foundation with such instrument of transfer covering such number of Foundation Class B Exchange Shares as is equal to the number of Foundation Common Exchange Shares delivered by the Foundation in the Foundation Exchange, and (ii) (x) Xx. Xxxxxx shall, and shall cause the Family Entity to, deliver to the Class B Stockholder the BD Common Exchange Shares owned by it in non-certificated book-entry form and (y) if the Foundation Participation Election is made, the Family Foundation will deliver to the Class B Stockholder the Foundation Common Exchange Shares in non-certificated book-entry form, in each case, accompanied by duly executed instruments of transfer (or a confirmation from Expedia Group’s transfer agent of a book-entry transfer of such shares) including, without limitation, any required transfer stamps affixed thereto.
(b) At the Exchange Closing, (i) Liberty Expedia shall cause the Class B Stockholder to deliver to each of Xx. Xxxxxx, the Family Entity and, if the Foundation Participation Election shall have been made, the Family Foundation, and (ii) Xx. Xxxxxx shall, and shall cause the Family Entity to, and, if the Foundation Participation Election shall have been made, the Family Foundation shall, each deliver to the Class B Stockholder, a duly executed certificate of non-foreign status, substantially in the form of the applicable sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv) (it being understood that if the Class B Stockholder is a disregarded entity within the meaning of Treasury Regulations Section 1.1445-2(b)(2)(iii), then such certificate shall be from the Person that is treated as the owner of the Class B Stockholder).
(c) At the Exchange Cl...
Exchange Closing. The closing (the "EXCHANGE CLOSING") of the Exchange shall take place concurrently with the Distribution following the satisfaction of all the conditions set forth in Sections 9.01 and 9.03, at the place, on the date and at the time designated by Comcast in a written notice which shall be delivered to Microsoft no fewer than three (3) Business Days prior to the Closing Date.
Exchange Closing. At the Exchange Closing, if any, Comcast shall (a) deliver the certificate required pursuant to Section 9.01(l) and (b) cause its counsel to deliver the opinion required pursuant to Section 9.01(p).
Exchange Closing. The closing of the share exchange as contemplated by this Agreement (the "Closing") shall take place in San Diego, California, at such time and place as may be agreed among by the parties, but in no event later than August 14, 1998, unless otherwise extended in writing by the parties.
