Initial Closing Date Clause Samples
The Initial Closing Date clause defines the specific date on which the parties intend to complete the initial closing of a transaction, such as the transfer of assets or shares. This clause typically sets a calendar date or a method for determining the date, and may outline conditions that must be satisfied before closing can occur. By establishing a clear timeline for when the initial closing will take place, this clause helps coordinate the parties’ obligations and ensures that all preparatory steps are completed in a timely manner, thereby reducing uncertainty and facilitating a smooth transaction process.
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Initial Closing Date. The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:
(i) The Company shall have executed each of the Transaction Documents, and delivered the same to such Buyer.
(ii) The Certificate of Designations, shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to such Buyer.
(iii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market or the Nasdaq National Market or listing on NYSE, trading in the Common Stock issuable upon conversion of the Initial Preferred Shares to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market or NYSE shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc. or NYSE.
(iv) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents or Certificate of Designations to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of the Initial Closing Date regarding the representation contained in Section 3(c) above.
(v) Such Buyer shall have received the opinion of Gray ▇▇▇y ▇▇▇▇ & Freidenrich dated as of the Initial Closing Date in substantially the form of Exhibit C attached hereto.
(vi) The Company shall have executed and delivered to such Buyer the Stock Certificates (in such denominations as such Buyer shall request) for the Initial Preferred Shares being purchased by such Buyer at the Initial Closing.
(vii) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reason...
Initial Closing Date. December 1, 1997, the date the closing under the Initial Master Transaction Agreement took place. Initial Master Transaction Agreement. The Master Transaction Agreement, dated July 25, 1997, as amended, between Lyondell and Millennium, providing for the execution of various agreements concerning the Partnership and the Initial Assets.
Initial Closing Date. (a) A meeting has taken place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at which the Seller delivered to the Mortgages Trustee or its representative the following documents:
(i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller;
(ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8;
(iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate;
(iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;
(v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably);
(vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably);
(vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and
(viii) a duly executed data transfer agreement.
(b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Tr...
Initial Closing Date. All documents and instruments required to be delivered on the Initial Closing Date shall be delivered at the offices of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇, PLLC, Charlotte, North Carolina, or at such other location as may be determined by the Lessor, the Agent and the Lessee.
Initial Closing Date. The date and time of the Initial Closing (the “Initial Closing Date”) shall be 10:00 a.m., New York City Time, on the date hereof after notification of satisfaction (or waiver) of the conditions to the Initial Closing set forth in Sections 6(a) and 7(a) below (or such later date as is mutually agreed to by the Company and each Buyer).
Initial Closing Date. The obligation of the Company to issue and sell the Initial Preferred Shares to Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:
(i) Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.
(ii) Buyer shall have delivered to the Company the Purchase Price (less the amounts withheld pursuant to Sections 4(h) and 4(i)) for the Initial Preferred Shares being purchased by Buyer at the Initial Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
(iii) the Ownership Limit Waiver Agreement, including the certificate attached thereto, shall be been delivered to the Company executed by Buyer in the form attached hereto as EXHIBIT F (the "OWNERSHIP LIMIT WAIVER").
(iv) the representations and warranties of Buyer, including those made pursuant to the Ownership Limit Waiver Agreement, shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and Buyer shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by Buyer at or prior to the Closing Date.
Initial Closing Date. Sale and Purchase of New Portfolios........................................4 5.
Initial Closing Date. Common Unitholders acquiring Common Units will each enter into a Subscription Agreement pursuant to which the Common Unitholder will agree to purchase Common Units for an aggregate purchase price equal to the portion of its requested capital commitment to the Company that is accepted by the Company (its “Commitment”) on the Initial Closing Date, subject to the terms of this Agreement.
Initial Closing Date. On the initial Closing Date, the Seller and the Servicer shall deliver to its attorneys in escrow fully executed originals of:
(a) this Agreement, executed by the Seller and the Servicer, including all exhibits;
(b) an Officer's Certificate, in the form of Exhibit 4 hereto, for the Seller and the Servicer including all attachments thereto;
(c) an Escrow Account Certification; and
Initial Closing Date. The term "Qualifying Subscriptions" shall refer to all subscriptions which have been received by the Company and which the Company intends to accept into the Company. If Qualifying Subscriptions have been received for at least $1,000,000 of Shares on or before the Minimum Offering Termination Date, the Company shall notify the Escrow Agent and by instructions (which may accompany such notice or be provided subsequently) given at least 2 business days in advance, shall specify the "Initial Closing Date" (which must be not more than 10 days after the Minimum Offering Termination Date), the approximate amount of Qualifying Subscriptions for the Company to be accepted as of such Initial Closing Date, the identity of the subscribers whose subscriptions are anticipated to be accepted as of the Initial Closing Date, and the approximate amount of the Proceeds to be paid to the Company and to each Participating Broker, respectively. On the Initial Closing Date, the Escrow Agent, upon telephonic notice from the Company and the Dealer Manager that all contingencies for payment have been satisfied as required by Rule 15c2-4 under the Act (which notice the Company shall promptly confirm in writing) shall pay to the Company and each Participating Broker the amounts specified by such notice, and shall additionally pay to the Company the interest earned on such Proceeds for disbursement to subscribers pursuant to Section 5 hereof.