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Location of the Closing Sample Clauses

Location of the Closing. The Closing shall be held at the offices of Tashlik, Xxxxxxxx & Xxxxxxx P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxx Xxxx 00000.
Sample 1Sample 2
Location of the Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur at the offices of Xxxx & Hessen LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on June 3, 2008 or as soon as practicable and as agreed by the Company and the Placement Agent, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). The Company shall notify each Purchaser of the time of the Closing by facsimile transmission or otherwise.
Sample 1Sample 2
Location of the Closing. The Closing shall take place at the offices of Gunster, Yoakley & Xxxxxxx, P.A. in their West Palm Beach, Florida office.
Sample 1
Location of the Closing. Delivery of the Notes and Warrants will be made at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000, against payment therefor in funds current and immediately available, in the amount of the purchase price, at 12:00 p.m. on June 27, 2007 or such later date and time as shall mutually be agreed upon by the parties hereto (the “Closing Date”). The Notes delivered to each Purchaser on the Closing Date will be delivered to such Purchaser in the form of a single registered Note in substantially the form attached hereto as Exhibit A, and bearing the legends set forth in Section 2.4, for the full amount of the purchase price therefor set forth opposite such Purchaser’s name on Schedule I hereto (unless different denominations are specified by such Purchaser), registered in such Purchaser’s name or in the name of its nominee, all as such Purchaser may specify at any time prior to the date fixed for delivery. The Warrant delivered to each Purchaser on the Closing Date will be delivered in the form of a single Warrant (unless otherwise specified by the Purchaser), registered in the name of the Purchaser or in the name of its nominee, all as such Purchaser may specify at any time prior to the date fixed for delivery. The obligations of each Purchaser hereunder are several and not joint obligations and no Purchaser shall have any obligation or liability to any Person for the performance or non-performance by any other Purchaser hereunder.
Sample 1
Location of the Closing. The closing of this sale shall take place at the office of the Listing Broker, title company or lending institution.
Sample 1
Location of the Closing. The Closing shall be held at the offices of Leonard, Street and Deinard, 150 South Fifth Street, Suite 2300, Minnxxxxxxx, Minnesota 55402 at 10:00 X.X. (Xxxxxxxxxxx xxxx) xxxxxxxx xxxxx xxxxxxxx xx xxx xxxxeholders of Venturian of the sale of the Assets and the Going Private Transaction, but in no event more than 10 days after the date of such shareholder approval.
Sample 1
Location of the Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur at the offices of O’Melveny & Xxxxx LLP, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 as soon as practicable and as agreed by the parties hereto within one (1) business day following the execution of the Agreements, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). The Closing shall occur at a time to be agreed upon by the Company and the Placement Agents and of which the Purchasers will be notified by facsimile transmission or otherwise.
Sample 1
Location of the Closing. The Closing will be held at the local office of Buyer's attorneys, Xxxxxx Xxxxxx LLP, 000 Xxxxx Xxxxxxxxx, 0/xx/ Xxxxx, Xxxxx Xxxxx, Xxxxxxxxx 00000; provided, however that the Closing may be completed through escrow and neither Seller nor Buyer shall be required to attend the Closing in the person of a duly authorized representative.
Sample 1

Related to Location of the Closing

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Time and Place of the Closing If the conditions referred to in Article 9 and Article 10 have been satisfied or waived in writing, and subject to any extensions provided for herein, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., whose address is 0000 Xxxxxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, at 10:00 a.m. Houston, Texas time on October 1, 2013, or such other date that is mutually agreed by the Parties or to which the Closing is postponed pursuant to this Agreement (the “Closing Date”).

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

  • Conditions to the Closing On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

  • Litigation Affecting Closing On the Closing Date, no proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened.

  • Conduct of Business by the Company Pending the Closing The Company covenants and agrees that prior to the Closing Date: (a) the Company shall conduct its business and operations only in the usual and ordinary course of business; (b) Except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (the “Company Proxy Statement”), the Company shall not directly or indirectly do any of the following: (i) sell, pledge, dispose of or encumber any of its assets; (ii) amend or propose to amend its Certificate of Incorporation or Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to shares of its capital stock; (iv) redeem, purchase or acquire or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (c) Except as contemplated by this Agreement, and those items contained in the Company Proxy Statement to be filed, the Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, its capital stock; (ii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division or the material assets thereof; (iii) incur any indebtedness for borrowed money, issue any debt securities or guarantee any indebtedness to others; or (iv) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (d) the Company shall notify ADS promptly of any material adverse event or circumstance affecting ADS (including the filing of any material litigation against the Company or the existence of any dispute with any person or entity which involves a reasonable likelihood of such litigation being commenced); (e) the Company shall comply in all material respects with all legal requirements and contractual obligations applicable to its operations and business and pay all applicable taxes; and

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Most Referenced Clauses

Most Referenced Definitions