Final Closing. At the Final Closing, the Buyer shall deliver to the Sellers:
(i) an amount in cash (the “Final Closing Cash Payment”) equal to (A) the Final Closing Purchase Price, minus (B) the amount of the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (M) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date;
(ii) the Final Closing Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Buyer;
(iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and
(iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b).
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.
(b) Notwithstanding anything to the contrary in the First Amended SPA, at the Final Closing, Seller shall sell and Purchaser shall purchase the Final Shares for the Final Closing Purchase Price (as defined below in this Amendment No. 2).
(c) Notwithstanding anything to the contrary in the First Amended SPA, the Final Closing shall take place at 4:00 pm, Central European Time, on July 2, 2007; provided, however, upon 14 days’ prior written notice to Seller, Purchaser may accelerate the Final Closing Date to an earlier month-end date as specified in such notice; provided, further, that the Final Closing is subject to the satisfaction or waiver of all of the conditions set forth in Section 7.1 and Section 7.2 of the SPA (other than those conditions that by their nature are to be satisfied at the Final Closing). The Final Closing shall occur at such location outside of the United States as the parties may mutually agree.
(d) At the Final Closing, and notwithstanding anything to the contrary in the SPA:
(i) Purchaser shall deliver to Seller:
(A) payment, by wire transfer to the bank account designated by Seller on Exhibit 3 to this Amendment No. 2, immediately available funds in U.S. dollars in the amount equal to the sum of (x) the amount listed on Exhibit 1 to this Amendment No. 2 under the caption “Base Final Closing Purchase Price” that corresponds to the date of the Final Closing as determined in accordance with Section 2.4(c) of this Amendment No. 2 plus (y) the Additional Payment (as defined below) plus (z) in accordance with Section 2.3 of this Amendment No. 2, the Premium Payments due and payable at the Final Closing (the sum of (x), (y) and (z) being the Final Closing Purchase Price); and
(B) the officer’s certificate referred to in Section 7.2(c) of the SPA.
(ii) Seller shall irrevocably cause the Escrow Agent to transfer to Purchaser one or more certificates representing the Final Shares to be purchased at the Final Closing.
(iii) Seller shall deliver to Purchaser the officer’s certificate referred to in Section 7.1(c) of the SPA.
(e) As used in this Amendment No. 2, with respect to any Final Closing Date, the Additional P...
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 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. 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. At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:
(i) a receipt for the Final Closing Cash Payment;
(ii) the Final Closing Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Final Closing Transferred Assets;
(iii) with respect to each parcel of Owned Real Property included within the Final Closing Transferred Assets, a Deed, duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements;
(iv) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized;
(v) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Final Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Final Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Final Closing Cash Payment; and
(vi) the other documents and certificates required to be delivered pursuant to Section 7.03(c).
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 will execute and deliver (i) assigxxxxxx xxx 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.
