Preliminary Closing. Balance Sheet The Seller shall have delivered to the Purchaser the Preliminary Closing Balance Sheet.
Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, White, Willxxxx & Xartxx, xx Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur
Preliminary Closing. On or before 1:00 p.m., Orlando, Florida time, on November 14, 2018, or at such other date and time as may be mutually agreed upon by the Agency and Lender (the “Preliminary Closing Date”), this Agreement shall be executed and delivered and (A) the Lender shall have received: (i) a duly executed original counterpart of this Agreement, (ii) certified copies of the CRA Ordinance and the Bond Resolution, (iii) evidence of ratings on Parity Obligations that will remain outstanding after the Final Closing Date, (iv) an opinion of counsel to the Agency in substantially the form attached hereto as Exhibit E, and (v) a Certificate of the Agency in substantially the form attached hereto as Exhibit I and (B) simultaneously therewith there shall be delivered to the Agency: (i) a duly executed original counterpart of this Agreement, (ii) an original of the Investor Letter in the form attached hereto as Exhibit A signed by an authorized representative of the Lender, (iii) an Incumbency Certificate of the Lender, and (iv) a Disclosure Letter and Truth-in-Bonding Statement dated the Preliminary Closing Date in accordance with Section 218.385, Florida Statutes, in the form attached hereto as Exhibit C (all of the foregoing actions in (A) and (B) are herein referred to collectively as the “Preliminary Closing”). The Preliminary Closing shall take place at Orlando City Hall, or such other place as shall have been mutually agreed upon by the Agency and Lender. Assuming the Preliminary Closing is completed in accordance with the provisions of this Agreement then, subject to the provisions of this Agreement, the Lender shall be obligated to purchase the Series 2019A Bonds and pay the purchase price in the amount of $57,351,000 (the “Purchase Price”) and the Agency shall be obligated to issue and deliver the Series 2019A Bonds on the Final Closing Date.
Preliminary Closing. The preliminary closing in respect of each Advance Notice (each, a “Preliminary Closing”) shall take place on as soon as practicable on or after each Advance Notice Date in accordance with the procedures set forth below. In connection with each Preliminary Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:
(i) Promptly after delivery of each Advance Notice, the Company will, or will cause its Depositary to, issue and deposit such number of Ordinary Shares to be purchased by the Investor (as set forth in the Advance Notice) with The Bank of New York Mellon (the “Depositary”) and instruct the Depositary to credit such aggregate number of ADSs to which the Investor shall be entitled to the Investor’s or its designee's balance account with DTC through its Deposit Withdrawal and Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases the resale of such ADSs representing Ordinary Shares shall be freely transferable by the Investor without restriction), and transmit notification to the Investor that such share transfer has been requested. To facilitate the transfer of the Ordinary Shares or the ADSs by the Investor, the Ordinary Shares or the ADSs will not bear any restrictive legends so long as there is an effective Registration Statement covering the offer and sale of such Ordinary Shares in the form of ADSs by the Investor. The issuance and delivery of ADSs shall at all times be subject to the term of the Amended and Restated Deposit Agreement dated as of June 28, 2019, as amended, between the Company and the Depositary and the owners and beneficial owners ADSs issued thereunder, and to applicable law.
(ii) Promptly upon receipt of such notification, the Investor shall pay to the Company of the aggregate amount of the Advance (as set forth in the Advance Notice) in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested.
(iii) On the date the Investor receives the Preliminary Shares into its account (such date referred to herein as the “Preliminary Closing Date”), the Investor shall provide notice to the Company confirming receipt and indicating the start and end dates of the Secondary Pricing Period.
Preliminary Closing. AGENDA This preliminary closing agenda contains the documents delivered in connection with a third amendment to credit facility provided to Moog Inc. Stock Employee Compensation Trust (the "Borrower"), by Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania) (the "Bank"). No. LOAN DOCUMENTS Responsible Party 1. Third Amendment to Credit Agreement, by and between the Borrower and the Bank (the "Amendment"), as consented to by Moog Inc., a New York corporation (the "Guarantor"). Bank Annex 1 – Amended Credit Agreement. Bank Annex 2 – Preliminary Closing Agenda. Bank Exhibit A – Amended Exhibit 2.3.1 to Credit Agreement – Form of Revolving Credit Loan Request. Bank 2. Amended Schedules to the Credit Agreement, if needed and as applicable. Borrower ORGANIZATIONAL DOCUMENTS Borrower 3. Certificate of the Trustee of the Trust as to (i) resolutions of the Administrative Committee of the Trust authorizing the Trust to enter into the Amendment, (ii) incumbency and (iii) no amendments to the Trust Agreement of the Trust. Borrower ANNEX 1 268139687 $35,000,000.00 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and between MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST and CITIZENS BANK, N.A. OF PENNSYLVANIA Dated July 26, 2018
Preliminary Closing. After all of the conditions to the Closing set forth in Article VII have been satisfied or are capable of being satisfied (except for those conditions that by their nature will be satisfied at the Closing) (a) at least twenty (20) Business Days prior to Closing (or such shorter period as New York may allow), London shall deliver to the New York Parties evidence of consents, approvals, permits and authorizations from Governmental Bodies or third parties required in connection with the Taiwan Restructuring or referenced in Section 7.1(g) and other documentation necessary to effectuate the Taiwan Restructuring pursuant to the terms of this Agreement and (b) at least one (1) week prior to the Closing, London shall deliver to the New York Parties evidence of the completion of the Taiwan Restructuring pursuant to Section 5.23.
Preliminary Closing. In order to effectuate the transactions contemplated herein, at the Preliminary Closing (as defined herein) the parties hereto shall execute an escrow agreement (the "Escrow Agreement") in the form of Exhibit 1.5 annexed hereto. Subject to the terms and conditions of Section 8.1 hereof, on the later of (i) December 31, 1997 and (ii) within three (3) business days following the satisfaction of the conditions set forth in Sections 7.2(a) and 7.3 (a) a preliminary closing shall occur (the "Preliminary Closing") at which the following shall take place:
(a) the Company and the Stockholders shall deliver all Company Closing Documents (as defined herein), duly executed (with the exception of the DOH Consent if it has not been obtained), to the Escrow Agent; and
(b) the Parent and the Sub shall deliver all Parent Closing Documents (as defined herein), duly executed (with the exception of the DOH Consent if it has not been obtained), to the Escrow Agent. The date on which the Preliminary Closing shall occur is the "Preliminary Closing Date". All documents delivered to the Escrow Agent shall be held pursuant to the terms and conditions of the Escrow Agreement. Subject to the terms and conditions contained in the Escrow Agreement, at such time as the DOH Consent has been delivered to the Escrow Agent and the other conditions provided for in Section 7.1(a) are satisfied, the Escrow Agent shall effect the Closing by filing the Merger Certificate and releasing the Documents held by it from escrow.
Preliminary Closing. The Preliminary Closing shall be the execution and delivery of this Agreement and a Real Estate Purchase Agreement for the sale to Purchaser, or its designated nominee or assignee, of the Company's dealership property. The Final Closing shall occur on or before October 1, 1996. Purchaser shall pay to Seller at the Preliminary Closing as partial payment for the Dealerships assets the sum of One Hundred Thousand Dollars ($100,000).
i. The Final Closing of the purchase and sale shall be contingent upon the approval of this transaction and the issuance of sales and service agreements by Chrysler Corporation and Chrysler Financial Corporation or financial institution of Purchaser's choice for credit line financing, and approval and license by the Oregon Department of Motor Vehicles, if required, and shall occur at such place and time as the parties mutually agree, within fourteen (14) days (or as otherwise agreed in writing to coordinate Final Closing with the end of a monthly accounting period) after the date upon which Purchaser, or its designated nominee or assignee, shall have received written approval to become an authorized dealer of Dodge vehicles at Seller's location in Eugene (the "Approvals"). The parties agree to use best efforts to expedite the Approvals of Purchaser or its nominee or assignee, as a new Dodge dealer and to meet the minimum capital requirements imposed by Dodge.
ii. Purchaser shall notify Seller promptly of the receipt of the Approvals.
Preliminary Closing. 2 (b) Final Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (c)
Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, White, Willxxxx & Xartxx, xx Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur simultaneously with the execution and delivery of the underwriting agreement ("Underwriting Agreement") relating to the purchase by underwriters of shares of Parent Common Stock for resale to the public in connection with the IPO (defined in Section 1.5). At the Preliminary Closing the following deliveries will be made to an exchange agent selected by Parent and reasonably acceptable to the Shareholders (the "Exchange Agent") to be held by such Agent in escrow pending disposition in accordance with Section 1.4(b) below: (i) the Shareholders will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.1 below (except that only the original documents referred to in Section 4.1(m)(ii) need be delivered) and the instrument required to transfer title under the Real Estate Purchase Agreement, (ii) Parent will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.2 below, and (iii) each Shareholder will deliver certificates representing such Shareholder's shares of Company Common Stock together with completed (but undated) stock powers transferring the shares to Parent duly executed by such Shareholder and with signature guaranteed by an eligible guarantor institution pursuant to any medallion signature guarantee program (collectively, the "Stock Certificates"). Each of such certificates, instruments, and documents to be delivered in accordance with clauses (i) and (ii) that are to be executed by the parties will be fully executed, but dated in blank, except that the certificates to be delivered in accordance with Section 4.1(a), 4.1(b), 4.2(a) and 4.2(b) and the instrument required to transfer title under the Real Estate Purchase Agreement shall be dated the Preliminary Closing Date.
