Phase II Closing. The Purchaser will, and will cause its Affiliates to, in good faith use reasonable best efforts to form and capitalize Designated Affiliates under the laws of the People’s Republic of China in each of Xxxx Xxxx and Wuxi and to obtain all Governmental Authorizations and other licenses and permits in the People’s Republic of China reasonably required for such Designated Affiliates to acquire the components of the Business and the Purchased Assets relating to conduct of the Business in the People’s Republic of China from and after the Phase II Closing (the “China Formation Requirements”). The Seller will, and will cause its Affiliates to, cooperate in good faith with the Purchaser and its applicable Designated Affiliates in connection the Purchaser’s obligations under this Section 5.19.
Phase II Closing. The obligation of the Purchaser to consummate the Phase II Closing and the other transactions contemplated by this Agreement in connection therewith is subject to the satisfaction, on or before the Phase II Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):
Phase II Closing. The obligation of the Purchaser to consummate the Phase II Closing and the other transactions contemplated by this Agreement in connection therewith is subject to the satisfaction, on or before the Phase II Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (xxiii) Accuracy of Representations and Warranties. The Seller’s Fundamental Representations and Warranties relating to the Phase II Business or the Phase II Closing shall be true and correct (except for de minimis inaccuracies) as of the date hereof and as of the Phase II Closing Date as though made on such date. The representations and warranties of the Seller contained in this Agreement relating to the Phase II Business or the Phase II Closing other than the Seller’s Fundamental Representations and Warranties shall be true and correct as of the date hereof and as of the Phase II Closing Date as though made on such date (except in each case for such representations and warranties that are made as of a specific date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct (without regard for any “material,” “Material Adverse Effect” or similar qualifications therein) would not, individually or in the aggregate, constitute a Material Adverse Effect; (xxiv)
Phase II Closing. The parties hereto covenant and agree to use ---------------- commercially reasonable efforts to help the Company obtain a strategic partner ("Strategic Partner") to market the services provided by the Company in connection with its Xxxxxxxxxxxx.xxx website (the "Product"). Within ten (10) business days after the signing of a letter of intent ("Letter of Intent") between the Company and a Strategic Partner to market the Product, the Company shall deliver to Purchasers certificates for the Shares being purchased by each Purchaser on the Phase II Closing Date as set forth on Exhibit A, registered in --------- the name of each such Purchaser, and each Purchaser shall pay to the Company the respective Purchase Price for the Shares as set forth on Exhibit A by wire --------- transfer, certified check or other method acceptable to the Company. Upon consummation of the transactions on the Phase II Closing Date, such transactions shall be final among the parties irrespective of whether the conditions precedent to the Phase III Closing Date transactions shall be achieved.
Phase II Closing. The closing of the purchase and sale of the Working Interest in Phase II (the “Phase II Closing”) shall be held at the offices of the Company (or by delivery of closing documents and items by email, facsimile, or overnight courier, and delivery of closing funds by wire transfer) on a mutually acceptable date within three (3) business days following delivery of the Company’s exercise notice in accordance with Section 4.1(c), above. At the Phase II Closing:
Phase II Closing. The LG&E Parties have informed Big Rivers that they believe that, prior to the date hereof, the LG&E Parties received all applicable approvals from the FERC that were required from that commission for the Phase II Effective Date and the consummation by the LG&E Parties of the transactions contemplated in the Phase II Agreements. At the Closing, as a condition precedent thereto, the LG&E Parties will certify to Big Rivers as to their receipt of those FERC approvals pursuant to the Certificate to be delivered in accordance with Section 4.4.11 of the New Participation Agreement. In light of the LG&E Parties' belief, and assuming delivery of the foregoing Certificate, the Parties agree to proceed to consummate the transactions contemplated in the Phase II Agreements as of the Effective Date (upon the satisfaction of the other conditions precedent to the Phase II Effective Date), rather than the transactions contemplated in the Phase I Agreements.
Phase II Closing. The Transferor and the Transferee shall complete the closing of the remaining Overseas Target Shares by e-mail confirmation within five (5) working days after the Transferee or its Designated Party pays all the Remaining Price (the "Phase II Closing"; the date when the Phase II Closing is made shall be referred to as "Phase II Closing Date"). The Overseas Target Shares corresponding to the Phase II Closing (the "Shares for Phase II Closing") are the total number of closed shares minus the number of the Shares for Phase I Closing. The Parties shall use their commercially reasonable efforts to cooperate with the Company in providing the Transferee with a share certificate stating the number of the Shares for Phase II Closing and a updated Register of Shareholders of the Company (original or scanned) within 10 working days after the Phase II Closing Date. The remaining Domestic Target Shares shall be handled according to the provisions of the Share Purchase Agreement. The resignation of the two directors appointed by the Transferor and the appointment of the two directors of the Transferee shall be determined in accordance with the Share Purchase Agreement. For the avoidance of doubt, the Transferee shall have the right to appoint two new directors in accordance with the Share Purchase Agreement only after both the Phase I Closing and the Phase II Closing are completed.
Phase II Closing. At the same time of PHOENIX’s Phase II Closing, Long De Hong Kong agrees to transfer 5,210,780 Series D1 Preferred Shares held by it in the Company (the "Long De’s Shares for the Phase II Closing") to Run Lxxxx Xxx for a consideration of US$10,992,887.76 (the "Consideration for Long De’s Phase II Closing"). Run Lxxxx Xxx agrees that: (1) on the premise that the First Closing for Long De’s Co-sale is completed and the closing conditions for Long De’s co-sale listed in Article 5.1 hereof are fully met or exempted in writing by Run Lxxxx Xxx (the closing conditions listed in Article 5.1 (1) hereof shall not be exempted), Run Lxxxx Xxx will pay in full the Consideration for Long De’s Phase II Closing to Long De Hong Kong and purchase the Long De’s Shares for the Phase II Closing within 10 working days from the date of completion of PHOENIX's Phase II Closing or within other period agreed in writing by the Parties (the "Latest Payment Date"). If Long De suffers losses due to Run Liang Tai's delay in paying the above the Consideration for Long De’s Phase II Closing, Run Lxxxx Xxx shall compensate Long De for such losses; (2) the remaining price shall be paid to PHOENIX in accordance with the provisions of the Share Purchase Agreement and the Supplementary Agreement. For the avoidance of doubt, on the premise that Run Lxxxx Xxx and Long De continuously abide by this Agreement, the remaining price under the Supplementary Agreement shall be adjusted as follows: the remaining price is equal to US$448 million minus the Consideration for the First Closing, the Deposit and the interest thereon, the Deposit of Remaining Price and the interest thereon, and the Consideration for Long De's Phase II Closing. Upon completion of the payment of the above remaining price, the Borrowing (as defined below) of US$9,671,045.96 owed by Run Lxxxx Xxx to PHOENIX will be fully repaid. For the avoidance of doubt, the provisions of this Article 3.2 shall not affect the obligations and responsibilities related to the payment of the remaining price stipulated in the Supplementary Agreement. Long De Hong Kong agrees to use its commercially reasonable efforts to cooperate with the Company in providing Run Lxxxx Xxx or its designated party with the Share Certificate which is certified by the Company's Cayman Agent as true and states the number of the Long De's Shares for the Phase II Closing and the updated Register of Shareholders (original or scanned) of the Company within five working days...
Phase II Closing. The obligations of each party to consummate the transactions contemplated by this Agreement to occur at the Phase II Closing shall be subject to the fulfillment, at or prior to the Phase II Closing, of each of the following conditions:
