Foreign Closings Sample Clauses

Foreign Closings. The conditions to the obligations of the Sellers to consummate the transactions contemplated by the Foreign Acquisition Agreements shall have been fulfilled (or waived by the Sellers) and the respective Sellers and the respective Buyer Parties shall have, concurrently with the Domestic Closing, consummated the transactions contemplated by the Foreign Acquisition Agreements.
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Foreign Closings. All actions necessary to consummate the transactions to be contemplated by the Purchased Entity Purchase Agreements shall have been taken.
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Foreign Closings. Except as may be otherwise mutually agreed by the parties, to the extent that any closing of the sale and purchase of any of the Shares or any of the Related Assets and Liabilities is required to occur at a place outside of the United Kingdom (whether by reason of notarial deed or otherwise), such a closing (a "Foreign Closing") shall take place, and the executed closing documents shall be held in escrow by the agent mutually appointed by Seller and Purchaser, on or prior to the Closing (but not prior to the satisfaction of all of the conditions set forth in Article VII relating to such Foreign Closing and the conditions contained in the Foreign Agreements (as defined below)) at such times and places as may be agreed by Seller and Purchaser. The agent shall hold all such executed documents until such time as it is advised in a writing signed by Seller and Purchaser that the transactions contemplated hereby have been consummated or terminated. Upon consummation of the transactions contemplated hereby, the agent shall deliver to each party one fully executed set of the documents that were being held in escrow by the agent. If the transactions contemplated hereby are terminated, the agent shall deliver to each party the documents executed by such party that were held in escrow by the agent. In certain instances the sellers of certain of the Shares and the Related Assets and Liabilities will execute with Purchaser a separate acquisition agreement as may be required with respect to the Shares and the Related Assets and Liabilities (the "Foreign Agreements"). The Foreign Agreements are intended to serve only as the operative documents of transfer, and such Foreign Agreements do not alter, modify or amend in any way any of the terms or provisions of this Agreement, including, without limitation, terms and provisions relating to representations and warranties and indemnification. To the extent that any conflict exists between any of the terms of any of the Foreign Agreements and this Agreement, the terms of this Agreement shall control.
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Foreign Closings. Except as may be otherwise mutually agreed by the parties, to the extent that any closing of the sale and purchase of any of the Subsidiary Shares (which for purposes of this Section 1.8 shall also include the shares of capital stock or other applicable equity interests of the Inactive Subsidiaries) cannot be achieved by the purchase and sale of the Shares and the purchase and sale of such Subsidiary Shares is required to occur in a separate transaction at a place outside of the United States (whether by reason of notarial deed or otherwise), such a closing (a "Foreign Closing") shall take place, and the executed closing documents shall be held in escrow by the agent mutually appointed by the Seller Representative and Buyer, on or prior to the Closing (but not prior to the satisfaction of all of the conditions set forth in Article 6 relating to such Foreign Closing and the conditions contained in the Foreign Agreements) at such times and places as may be agreed by the Seller Representative and Buyer. The agent shall hold all such executed documents until such time as it is advised in a writing signed by the Seller Representative and Buyer that the transactions contemplated hereby have been consummated or terminated. Upon consummation of the transactions contemplated hereby, the agent shall deliver to each party one fully executed set of the documents that were being held in escrow by the agent. If the transactions contemplated hereby are terminated, the agent shall deliver to each party the documents executed by such party that were held in escrow by the agent. In certain instances the sellers of certain of the Subsidiary Shares may execute with Buyer a separate acquisition agreement as may be required with respect to such Subsidiary Shares (the "Foreign Agreements"). The Foreign Agreements are intended to serve only as the operative documents of transfer, and such Foreign Agreements do not alter, modify or amend in any way any of the terms or provisions of this Agreement, including, without limitation, terms and provisions relating to representations and warranties and indemnification. To the extent that any conflict exists between any of the terms of any of the Foreign Agreements and this Agreement, the terms of this Agreement shall control.
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Foreign Closings. To the extent contemplated by Section 4.2, the Foreign Closings shall have occurred in escrow.
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Foreign Closings. (i) Each Foreign Closing shall, upon the terms and subject to the conditions set forth in this Agreement and the applicable Foreign Exchange Agree-ment, if any, take place at such place as shall be mutually agreed to by the parties hereto and at such time that is the later of (A) the Initial Completion Date and (B) the second business day following the satisfaction or waiver of the condi-tions set forth in Sections 7.4 and 7.5 hereof applicable to such Foreign Exchange or at such other time as the parties hereto may agree (each such date, a "For-eign Closing Date"). Not-with-stand-ing the terms of --------------------- this Agree-ment or of any such For-eign Exchange Agree-ment, Du Pont shall be under no obli-gation to pur-chase any of the For-eign Protein Shares and ▇▇▇▇▇▇▇ shall be under no obliga-tion to exchange any such Shares prior to the Initial Comple-tion Date. It is contemplated that the Foreign Closing relating to the PTIBV Exchange will occur on the Ini-tial Completion Date and that most of the other Foreign Closings will occur on the first business day following the Initial Completion Date. (ii) At each Foreign Closing, Stockholder shall deliver to Du Pont the fol-low-ing: (A) A stock certificate or stock cer-tifi-▇▇▇▇▇ representing the number of those Foreign Pro-tein Shares subject to such Foreign Closing that are owned by Stockholder as set forth in Section 4.2(a) of the ▇▇▇▇▇▇▇ Disclosure Schedule, with ap-pro-pri-ate stock powers duly en-dorsed in blank or accom-pa-▇▇▇▇ by other duly exe-cuted in-stru-ments of transfer. (B) All other documents required to be delivered by Stockholder on or prior to such For-eign Closing Date pursuant to this Agreement or the ap-plicable Foreign Exchange Agreement, if any, or otherwise required from Stockholder in con-nec-tion herewith and therewith. (iii) At each Foreign Closing, Stock-holder shall cause the applicable Foreign Protein Subsidiary to deliver to Du Pont: (A) The resignations of the members of the board of directors of such Foreign Pro-tein Sub-sidiary as Du Pont shall request prior to the applicable Foreign Closing Date. (B) The stock books, stock ledgers, min-ute books and corporate seal, if any, of such For-eign Protein Subsidiary; provided that -------- ---- any of the foregoing items shall be deemed to have been deliv-ered pursuant to this Section 2.5(b)(iii)(B) if such item has been delivered to or is otherwise located at such Foreign Protein Subsidiary, or any offices of such Foreign Pr...
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Foreign Closings. 37 9.3 CONSENTS.............................................................37 9.4 NO MATERIAL ADVERSE EFFECT...........................................37 9.5 CONSULTING AND NON-COMPETITION AGREEMENTS............................37
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Foreign Closings. Any conditions to the obligations of the parties to consummate the Acquisition contemplated by the Foreign Acquisition Agreements shall have been satisfied or waived.
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Related to Foreign Closings

  • Closings Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

  • Additional Closings (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • First Closing The First Closing shall have occurred.

  • Third Closing (a) If (i) the Company publicly announces the Third Closing Milestone Event and following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days is at least $0.7325 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Third Closing Date (which is 125% of the Per Share Purchase Price)) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Third Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement and achievement of (i) above or receipt of such written notice pursuant to (ii) above) to each Purchaser a notice identifying the date of the Third Closing. If Company terminates the Niyad NEPHRO CRRT study then the right of a Purchaser to request a Third Closing shall terminate, and the Company shall be under no obligation to sell and issue any further Securities to the Purchasers. (b) On or prior to the Third Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) the Company shall have provided each Purchaser with the Company’s wire instructions; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Third Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (iii) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Third Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (iv) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; and (c) On or prior to the Third Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Third Closing Subscription Amount by wire transfer to the account specified in writing by the Company.