Purchaser Extension Sample Clauses

Purchaser Extension. In the event Purchaser elects to grant to a Purchaser Extension pursuant to clause (y) of paragraph 10.c above, and Purchaser does not obtain such Resubdivision and/or Site Development Permit by such Due Date, as extended, then Purchaser shall provide Seller, within three (3) business days after the expiration of such extended Due Date, written notice thereof which shall contain (i) the same information required of Seller above and (ii) notice of Purchaser's election to either (a) continue exercising self-help for an additional thirty (30) day period, measured from the expiration of the prior Purchaser Extension, to obtain such Resubdivision and/or Site Development Permit, or (b) terminate this Contract, whereupon this Contract shall terminate and the Escrow Deposit shall be returned to Purchaser. If Purchaser fails to timely exercise any of the foregoing elections, Purchaser shall be deemed to have elected the option set forth in clause (a) hereof.

Purchaser Extension. In the event all of the conditions to closing set forth in Article IX are fulfilled as of July 31, 2008, other than the conditions with respect to (i) the actions the respective Parties will take at the Closing itself, (ii) the approval by Xxxxxx Xxx of Purchaser as an “issuer”, and (iii) the completion of the steps required by Purchaser to employ the Transferred Employees as of the Closing Date, Purchaser may elect to defer the Closing to August 31, 2008 by providing Seller notice of its election no later than July 25, 2008 (the “Purchaser Extension”). In the event Purchaser provides Seller notice of its election by July 25, 2008, the obligation of Purchaser to consummate the transactions contemplated by this Agreement shall not be subject to the conditions precedent set forth in Section 9.1 of this Agreement, but shall be subject only to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by Applicable Law): (a) the representations and warranties of Seller set forth in this Agreement that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of July 31, 2008 as though made at and as of July 31, 2008, (except that with respect to the representations and warranties set forth in Sections 5.1(Organization; Valid Existence), 5.2(Authorization of Agreement), 5.6(Title to Purchased Assets), 5.8(Taxes), 5.13(Employee Benefits), or 5.24(Sufficiency of Assets), such representations and warranties shall be true and correct in all material respects, as of the date of this Agreement and the Closing Date, as though made at and as of the Closing Date) and except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement or the Ancillary Agreements to be performed or complied with by it prior to the Closing Date; (c) Purchaser shall have recei...

Purchaser Extension. (a) If the Share Acquisition Closing has not occurred by (i) January 15, 2023, Sponsor shall promptly (and in any event within three Business Days after such date) deposit in the Trust Account the aggregate amount required to cause an Extension of three months and (ii) April 15, 2023, Sponsor shall promptly (and in any event within three Business Days after such date) deposit in the Trust Account the aggregate amount required to cause a second Extension of three months (such payment, the “Second Extension Payment”), in each case in accordance with the Purchaser Charter and the IPO Prospectus; provided, that Sponsor shall not be obligated to fund the Second Extension Payment until April 25, 2023 if Purchaser reasonably determines in good faith with prior consultation with the Company that the Share Acquisition Closing shall occur prior to such date. Following such deposit(s), Sponsor and Purchaser shall take any and all actions reasonably required, including those contemplated by the Purchaser Charter, the Trust Account and the IPO Prospectus, to cause the applicable Extension to occur. (b) In the event that Sponsor makes a deposit pursuant to Section 8.23(a), at the time of such deposit, Purchaser (as payor) shall issue a promissory note to Sponsor (as payee) for such amounts, and, at immediately prior to the Merger Effective Time, Sponsor shall be entitled to receive, at the Company’s election, either (i) a cash amount out of the proceeds of the Trust Account in an amount equal to the outstanding aggregate balance under such promissory note or (ii) the number of Purchaser Public Units with an aggregate equivalent value (determined based on $10 per Purchaser Public Unit) equal to the outstanding aggregate balance under such promissory note, in each case, as repayment in full under such promissory note. In the event that Sponsor seeks financing from one or more third party financing sources in order for Sponsor to fund such obligation pursuant to Section 8.23(a), Sponsor shall provide the Company the right, in the Company’s sole discretion, to fund up to 50% of such obligation of Sponsor pursuant to a promissory note that provides for the Company being repaid (i) in a cash amount out of the proceeds of the Trust Account in an amount equal to the outstanding aggregate balance under such promissory note and (ii) by being issued by Holdings (A) a number of Holdings Ordinary Shares equal to the applicable number of Purchaser Public Units referred to in clause (...