Final Closing. The final closing of the transaction contemplated by this Agreement shall take place on July 8, 2006 (the "Final Closing") or at such earlier date as the parties may agree upon.
Final Closing. If at any time before the Termination Date, subscriptions for the maximum number of Shares provided for herein have been accepted (including subscriptions by the Companies, the Placement Agent(s) or their affiliates), the subscribers shall be admitted to the Company as Investors in a final closing (the "Final Closing"). The Companies shall fix a date no later than ten days after the Termination Date on which the Final Closing will take place (or, if the tenth day is not a business day, the next business day) (the "Final Closing Date").
Final Closing. The closing ("Final Closing") of the transactions contemplated by this Agreement shall take place at the same place and hour as hereinabove provided for the Preliminary Closing on such date ("Final Closing Date") as Parent shall determine and of which Parent shall give Shareholders and the Exchange Agent at least twenty-four hours' advance notice, provided that the Final Closing shall occur contemporaneously with the closing of the IPO. At the Final Closing Parent will deposit the Merger Consideration (defined in Section 1.6(c)) with the Exchange Agent; will deliver, and will cause the managing underwriter of the IPO to deliver, a certificate to the Exchange Agent to the effect that the closing of the IPO has occurred or is occurring simultaneously with the Final Closing; and will deliver a certificate to the Exchange Agent to the effect that the "final closings" under the Other Acquisition Agreements are occurring simultaneously with the Final Closing. Upon receipt of the Merger Consideration and the certificates referred to above (the "Required Deliveries"), the Exchange Agent shall insert the date of the Final Closing in all of the undated documents held by the Exchange Agent in accordance with Section 1.2(a) and shall (A) deliver two complete sets of multiple originals to the Shareholders, on the one hand, and Parent, on the other hand, (B) take such action as may be required by Section 1.3(b), and (C) destroy the Certificate of Termination (defined in Section 1.3(a)); provided that the Exchange Agent shall not make such deliveries or take such actions if the Exchange Agent is aware of any injunction or order that would be breached by the occurrence of the Final Closing.
Final Closing. If, on the date that is one (1) year from the date of the Closing Date, any Franchise Area shall not have become a Transferable Franchise Area, Buyer and the Seller with respect thereto shall nevertheless conduct a final Closing with respect to the Retained Franchise and Retained Assets relating to any such Franchise Area ("Final Closing"), at which such Seller shall assign, transfer, convey and deliver to Buyer, and Buyer shall acquire from such Seller, such Retained Franchise and Retained Assets. Such Final Closing shall occur on such one year anniversary date or, if such date is not a Business Day, on the next Business Day. At such Final Closing, Buyer or the applicable Seller, as the case may be, shall deliver the instruments described in Sections 7.6(d), (g), (h) and (i) and 8.7(d) with respect to such Retained Franchise and Retained Assets.
Final Closing. On the Business Day which is the Sellers’ last accounting day in the fiscal month commencing with April 2016 in which the conditions set forth in Article VII that are contemplated to be satisfied prior to the Final Closing are satisfied or are waived by the party entitled to grant such waiver, or on such other date as the Sellers and the Buyer may agree, the sale and purchase of the Final Closing Transferred Assets and the assumption of the Final Closing Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Final Closing”) that will be held at the offices of King & Spalding LLP, 0000 Xxxxxxxxx Xxxxxx XX, Xxxxxxx, XX 00000, at 9:00 a.m. Eastern Time or such other place, time or means (including electronically) as the Sellers and the Buyer may agree in writing. The date on which the Final Closing takes place is referred to herein as the “Final Closing Date”.
Final Closing. The Final Closing of the transactions contemplated by this Agreement will take place on or prior to September 30, 2002 (the "Final Closing Date") at which time Seller and Buyer xxxx xxxxxte and deliver (i) assignments and assumptions of all remaining ROEs and Subscriber Agreements related to the MDU Properties, and (ii) the documents contemplated by Sections 5.2.1 and 5.2.2 and by Articles X and XI."
Final Closing. When the conditions in Clause 8 are fulfilled the Seller shall transfer the Shares to the Buyer free of charge. When the conditions in Clause 8 are fulfilled the Buyer shall transfer the new shares in EuroTrust A/S, registered in Erhvervs- og Selskabsstyrelsen, to the Seller's VP account free of charge.
Final Closing. (a) Notwithstanding anything to the contrary in the First Amended SPA, the number of Final Shares shall be 820,399, subject to appropriate adjustment in the event of a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the Company’s capital structure.
Final Closing. (i) Not less than five (5) Business Days prior to the Final Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement with respect to the portion of the Business conducted at the applicable Facility as of the Final Closing Date (the “Estimated Final Closing Statement”), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted at the applicable Facility, (A) the Estimated Final Closing Net Working Capital Amount, (B) (I) the Estimated Final Closing Net Working Capital Surplus, if any, or (II) the Estimated Final Closing Net Working Capital Deficit, if any, (C) the Estimated Final Closing Other Third-Party Brand Amount, (D) (I) the Estimated Final Closing Other Third-Party Brand Surplus, if any, or (II) the Estimated Final Closing Other Third-Party Brand Deficit, if any, (E) the Estimated Final Closing DP Amount, (F) (I) the Estimated Final Closing DP Surplus, if any, or (II) the Estimated Final Closing DP Deficit, if any, (G) the Estimated Final Closing DP COGS Adjustment Amount, (H) (I) the amount of the Estimated Final Closing DP COGS Adjustment Deficit, if any, or (II) the amount of the Estimated Final Closing DP COGS Adjustment Surplus, if any, (I) the Estimated Final Closing Residual Transferred Assets Amount, (J) (I) the Estimated Final Closing Residual Transferred Assets Surplus, if any, or (II) the Estimated Final Closing Residual Transferred Assets Deficit, if any, (K) the Estimated Final Closing Other Assets and Liabilities Amount, (L) (I) the Estimated Final Closing Other Assets and Liabilities Surplus, if any, or (II) the Estimated Final Closing Other Assets and Liabilities Deficit, if any, (M) the Estimated Final Closing Retained Assets Amount, and (N) the Estimated Final Closing Retained Liabilities Amount, and (2) the unaudited balance sheet with respect to the portion of the Business conducted at the applicable Facility as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Final Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Final Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Final Closing Statement contemplated by clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence will be based on, and be consistent...
