Other Terms of Payment/Closing Mechanics Sample Clauses

Other Terms of Payment/Closing Mechanics. At and after the Effective Time, each certificate representing outstanding shares of Company Capital Stock will represent the right to receive an amount of merger consideration as determined pursuant to Sections 2.2(a)-(e), subject to the provisions of Section 2.3 (regarding Dissenting Shares), for which such shares of Company Capital Stock have been or will be exchanged. Within three (3) Business Days after the Effective Time, the Surviving Corporation will cause to be mailed to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (each, a “Certificate”) and which shares were converted into the right to receive cash pursuant to Sections 2.2(a)-(e), (i) a letter of transmittal (the “Letter of Transmittal”) in customary form (which will specify that delivery will be effected, and risk of loss and title to any Certificate will pass, only upon delivery of such Certificate to the Surviving Corporation or such other agent or agents as may be appointed by the Surviving Corporation and (ii) instructions for use in effecting the surrender of Certificates in exchange for the merger consideration payable pursuant to Sections 2.2(a)-(e). Upon surrender to the Surviving Corporation of a Certificate for cancellation or upon delivery to the Surviving Corporation of an affidavit of lost certificate and an indemnification agreement in form and substance reasonably satisfactory to the Surviving Corporation (an “Affidavit”) and Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, the Surviving Corporation will deliver within three (3) Business Days to each tendering holder of a Certificate or an Affidavit, pursuant to the payment instructions for such tendering holder set forth in such tendering holder’s Letter of Transmittal, the amount of merger consideration to which such holder is entitled pursuant to Sections 2.2(a)-(e), as applicable, subject to Section 2.3 (regarding Dissenting Shares). After the Effective Time and until the Certificates are surrendered pursuant to this Section 2.7(d), such Certificates will be deemed, for all purposes, to evidence only ownership of the right to receive the merger consideration payable pursuant to Sections 2.2(a)-(e).
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Related to Other Terms of Payment/Closing Mechanics

  • Closing Mechanics (i) One business day prior to the Closing, the Company will contact the contact person for each Purchaser listed on Schedule A hereto to confirm the closing mechanics set forth herein.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Conditions Precedent at Closing Date The obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Conditions for Advance and Conditions to Closing Section 7.1

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