Post-Closing Date Sample Clauses

Post-Closing Date. On such date following the Closing Date as the respective parties to each of the Transaction Documents listed below shall agree, such parties shall simultaneously duly execute and deliver: (a) the Margin Loan Agreement, which shall be subject to the terms of the Proxy Agreement Consent (including Schedule B thereof), and any related security documentation (or such other terms as DT may agree to in writing in advance); (b) a guarantee by SoftBank of the first margin call amount and the amount of all scheduled interest payments under such margin loan; and (c) an Intercreditor Agreement to be entered into by and among the Margin Lenders, DT, Newco and Project 6 LLC, pursuant to which (i) DT and Newco will agree to subordinate any security interest they may have in respect of the Common Stock underlying the Call Options to the security interest of the Margin Lenders and adopt a “silent second” position and (ii) the Margin Lenders will acknowledge and agree to be bound by the applicable terms and conditions of Schedule B to the Proxy Agreement Consent (or such other terms as DT may agree to in writing in advance).
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Post-Closing Date. The parties have determined that it is impractical to have all of the documents and schedules available to execute on or before the Closing Date, and therefore have agreed to execute certain documents at a later date (the "Post Closing"), but in no event shall the Post Closing be later than February 28, 2005 (the "Post Closing Date").
Sample 1
Post-Closing Date. The Bank shall be liable for, ----------------- and Acquiror shall indemnify and hold Seller harmless against, and make payment of any Tax due which is attributable to the Bank for all Tax periods beginning after the Closing Date and that portion of any Tax period straddling the Closing Date that ends after the Closing Date and shall be entitled to any and all refunds of such Taxes for any such Tax period.
Sample 1
Post-Closing Date. As of the Closing, the Buyer shall make offers of Comparable Employment to all Federated TA Employees; which offers may be contingent upon such Federated TA Employee being employed by Federated on the Closing Date, or, with respect to Federated TA Employees who are on an approved leave of absence on the Closing Date, the date of their return to work from such approved leave of absence (“Return to Work Date”). Each Federated TA Employee who accepts such an offer of Comparable Employment effective as of the day immediately following the Closing Date, or with respect to Federated TA Employees who are on an approved leave of absence on the Closing Date, the date immediately following the Return to Work Date (the “BFDS Hire Date”) shall be referred to as the “Transferred Employees”. For purposes of this Agreement, persons working for the Business satisfy the “Hiring Criteria” only if they: are not subject to a written warning nor on a written plan for improvement or other formal disciplinary action; satisfy any finger-printing, background checks or other employment standards applicable to similarly situated new employees of Buyer; and, with respect to any such persons who were formerly employed by the Buyer, are not otherwise ineligible to be re-employed by Buyer under Buyer’s policies as in effect on the date hereof. For purposes of this Agreement, an offer of “Comparable Employment” shall mean an offer of employment: at base wages or salaries no less favorable than the wages or salaries currently being paid by the Business to the Federated TA Employee; in a position or job that is consistent with the Federated TA Employee’s skills, training and work experience; and at a location within a 30 mile radius of the location where such Federated TA Employee is employed immediately prior to the Closing. Such offers of Comparable Employment shall be for “at will” employment and nothing shall limit Buyer’s ability to terminate any Transferred Employee at any time for any reason, or to change their terms and conditions of employment; including, but not limited to, the levels of compensation and pension, welfare and/or fringe benefit plans, programs or arrangements in effect after the BFDS Hire Date. Actions undertaken by the Buyer under this Section 4.3(a) shall not be deemed to constitute a violation of the provisions of Section 4.2(e)(i) of this Agreement with respect to Buyer.
Sample 1

Related to Post-Closing Date

  • Initial Closing Date The obligation of Buyer hereunder to purchase the Initial Preferred Shares from the Company 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 Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion: (i) the Company shall have executed each of the Transaction Documents and delivered the same to 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, or a facsimile of such a copy and certification, shall have been delivered to Buyer. (iii) the Common Stock (x) shall be designated for quotation or listed on the Principal Market and (y) shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; and the Conversion Shares issuable upon conversion of the Initial Preferred Shares shall be listed upon the Principal Market. (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, which shall be true and correct as of such date) and the Company 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 the Company at or prior to the Closing Date. Buyer shall have received a certificate, executed by a duly authorized officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer including, but not limited to, an update as of the Closing Date regarding the representation contained in Section 3(c) above. (v) Buyer shall have received the opinion of Xxxxx & Xxxxxxx L.L.P. dated as of the Initial Closing Date, in form, scope and substance reasonably satisfactory to Buyer and in substantially the form of EXHIBIT D attached hereto. (vi) the Company shall have executed and delivered to Buyer the Initial Preferred Stock Certificates (in such denominations as Buyer shall request) for the Initial Preferred Shares being purchased by Buyer at the Initial Closing. (vii) the Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b) above and in a form reasonably acceptable to Buyer (the "TRANSACTIONS RESOLUTIONS"). (viii) as of the Initial Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Initial Preferred Shares and issuance of the Initial Warrant Shares, an agreed upon number of shares of Common Stock. (ix) the Company shall have delivered to Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware, and a good standing certificate for the Company as certified by the Secretary of State of the State of Delaware, each as of a date within fifteen (15) days of the Initial Closing Date. (x) the Company shall have delivered to Buyer a secretary's certificate, dated as of the Initial Closing Date, as to (A) the Transaction Resolutions, (B) resolutions of the Company's Board of Directors increasing the Ownership Limit to 9.225% (the "OWNERSHIP LIMIT RESOLUTIONS"), (C) the Certificate of Incorporation, (D) the By-Laws, with (A), (B) and (C) each as in effect at the Initial Closing, (E) the Limited Partnership Agreement of the Operating Partnership and all amendments thereto and (F) the incumbency signatures of those officers of the Company executing this Agreement or any document or instrument contemplated hereby. (xi) the Company shall have made all filings required to be made prior to closing under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. (xii) the Company shall have delivered to Buyer such other documents relating to the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request. (xiii) a certificate shall have been delivered to Buyer executed by Bayerische Hypo-Und Vereinsbank AG (the "BANK") in which the Bank (i) consents to the transactions contemplated hereby and by the other Transaction Documents, (ii) indicates that no Event of Default under the Loan Documents will be triggered as a result of the consummation of the transactions contemplated hereby and by the other Transaction Documents and (iii) indicates that, to the knowledge of the Bank, no Event of Default has occurred under the Loan Documents. (xiv) an Ownership Limit Waiver Agreement shall be been delivered to Buyer executed by the Company in the form attached hereto as EXHIBIT F. (xv) an amendment to the Limited Partnership Agreement of the Operating Partnership in the form of EXHIBIT G (the "PARTNERSHIP AGREEMENT AMENDMENT") shall have been duly adopted.

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Closing Date The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about May 15, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on May 9, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Subsequent Closing The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, 00 xxx xx Xxxxxxxx Xxxxx-Xxxxxx, 00000 Xxxxx, at 10:00 a.m. and at the offices of Lexence N.V., Xxxxx Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement. (a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser: (i) a joinder to this Agreement as a Drag-Along Seller; (ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser; (iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed; (iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date; (v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and (vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions. (b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers: (i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;

  • CLOSING AND CLOSING DATE 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, 00 Xxxxx Strexx, Boston, Xxxxxxxxxxxxx, xx xx xxxx xxxxx xxxxe as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & Xx. (the "Acxxxxxxx Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

  • Funding Date (A) If the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent: (a) The Acquisition shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Most Referenced Clauses

Most Referenced Definitions