First and Second Closings. The Parties will consummate the transaction contemplated by the Purchase Agreement ("CLOSE") in two stages:
(i) On June 27, 2013 (the "FIRST CLOSING DATE"), subject to the satisfaction of the Parties' respective conditions to closing, the Parties shall Close as to an undivided one- half (1/2) of the Interests, being an undivided 37.5% interest in and to the Properties (I.E. being an undivided 1/2 of 75% of Seller's interest in the Properties) (the "FIRST CLOSING"). Such undivided one-half (1/2) of the Interests is herein referred to as the "FIRST TRANCHE". The amount payable at the First Closing for the First Tranche shall be one half (l/2) of the unadjusted Purchase Price.
(ii) On September 1, 2013 (the "SECOND CLOSING DATE"), subject to the satisfaction of the Parties' respective conditions to the Second Closing as described herein below, the Parties shall Close as to an undivided one-half (1/2) of the Interests, being an undivided 37.5% interest in and to the Properties (I.E. being an undivided 1/2 of 75% of Seller's interest in the Properties) (the "SECOND CLOSING). Such undivided one-half (1/2) of the Interests is herein referred to as the "SECOND TRANCHE". The amount payable at the Second Closing for the Second Tranche shall be one half (1/2) of the Purchase Price, plus or minus the net adjustments to the Purchase Price contemplated to be made at Closing under the Purchase Agreement.
(iii) The Closing Statement will be due two (2) days prior to the Second Closing, and Seller shall submit the Final Accounting Statement to Buyer within ninety (90) days after the Second Closing. Adjustments to the Purchase Price (if any) reflected in the Closing Statement and the Final Accounting Statement will include any such adjustments relating to both the First and Second Tranches.
(iv) Notwithstanding the postponement of Closing as to the Second Tranche, there shall be no extension of the deadline to submit Asserted Defects.
First and Second Closings. (i) The purchase and sale of the 2,384,000 Preferred Shares, with an aggregate face amount of $14,900,000, and a proportionate number of the Warrants shall be at 12:00 noon Eastern Standard Time on the fifteenth day following the mailing by the Company of the requisite notice to Nasdaq National Market ("Nasdaq") regarding the issuance of the Preferred Shares and the Warrants or, if such day is not a business day, the next succeeding business day (the "First Closing") at the offices of Greenberg Traurig, LLP 200 Park Avenue, New Yxxx, Xxx York 10166, or xx xxxx xxxxx xxxxxxxx xx xxx xx xxxxxx to by the parties.
First and Second Closings. The First and Second Closings shall have occurred;
First and Second Closings. The closing of the sale and purchase of the October Shares ("First Closing") shall take place simultaneously with the execution and delivery of this Agreement, at such place and date as are mutually agreed upon by the Company and CellStar ( "First Closing Date"). The closing of the sale and purchase of the December Shares ("Second Closing") shall occur at such place and date on or before December 31, 1997 as are mutually agreed upon by the Company and CellStar ("Second Closing Date").
First and Second Closings. (a) First Closing. Subject to the terms and conditions hereof, on ------------- September 30, 1997, the Purchaser will purchase and acquire from the Company, and the Company will sell, convey, assign, transfer and deliver to the Purchaser, such number of shares of Class ABI Preferred Stock, up to 15,000, as may be issued by the Company without resulting in the Purchaser having more than 19.9% of the outstanding voting power of the Company's capital stock and 375,000 Warrants, and the Purchaser will pay to the Company the Purchase Price for such shares of Preferred Stock (the "First Closing"). -------------
First and Second Closings. Subject to Section 3.3, the closing of the subscription and issuance of the Tower Shares, NPI Shares and Napster Shares on each of the First Closing Date and Second Closing Date (the “First Closing” and “Second Closing,” respectively) shall take place at the offices of O’Melveny and Xxxxx LLP, Meiji Yasuda Xxxxxx Xxxxxxxx, 00X, 0-0-0 Xxxxxxxxxx, Chiyoda-ku, Tokyo, at 10 a.m., Tokyo time, or at such other place and time as the Major Shareholders shall mutually agree. At each of the First Closing and Second Closing, the applicable Party shall take the following actions:
(i) Tower, NPI and, should any other Tower Stakeholder subscribe for Shares, such Tower Stakeholder, shall pay the purchase price for the Tower Shares to the Company by wire transfer to a bank account designated by the Company on or prior to the First Closing Date or Second Closing Date, respectively; * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(ii) Napster shall pay the purchase price for the Napster Shares to the Company by wire transfer to a bank account designated by the Company on or prior to the First Closing Date or Second Closing Date, respectively.
First and Second Closings. The purchase and sale of the First Note shall take place at the Company's offices, not later than 3:00 p.m. Arizona Time on or before Thursday, October 23, 2003 (the "FIRST CLOSING"). At the First Closing, the Company shall deliver to BCC the First Note against payment of the purchase price therefor by wire transfer. The purchase and sale of the Second Note shall take place at the Company's offices, at not later than 10:00 a.m. Arizona Time on or before November 4, 2003 (the "SECOND CLOSING"). At the Second Closing, the Company shall deliver to BCC the Second Note against payment of the purchase price therefor by wire transfer.
First and Second Closings. 13 ------------------------- Section
First and Second Closings. (a) First Closing. On September 30, 1997, on terms substantially ------------- similar to those set forth herein, the Purchaser purchased and acquired from the Company, and the Company sold, conveyed, assigned, transferred and delivered to the Purchaser, 11,700 shares of Class AA Preferred Stock and 375,000 Warrants, and the Purchaser paid to the Company the Purchase Price for such shares of Class AA Preferred Stock (the "First Closing"). -------------
First and Second Closings. (a) The acquisition of the Existing Loans shall be consummated and closed (the “First Closing”) through the mail (including overnight courier, facsimile or e-mail) or in person at such location as shall be mutually agreed upon by Xxxxx and Seller, at 8:00 a.m. ET on October 31, 2024 (or on such other date or time as mutually agreed upon by Buyer and Seller), subject to the conditions set forth in Article VIII having been satisfied or waived as provided herein.
