Common use of Restatement Closing Clause in Contracts

Restatement Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Restatement Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Restatement Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Restatement Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Restatement Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The restatement closing (the “Restatement Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Restatement Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Restatement Closing (the “Restatement Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Restatement Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Restatement Closing Date, (i) each Lender shall pay its pro rata share of the Restatement Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Restatement Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Restatement Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Restatement Closing. In consideration for each applicable Lender’s payment of commitment to fund its pro rata share of draws under the US Term Notes in accordance with the terms of the Original Financing Agreement (which commitment remains in effect hereunder without constituting a novation), the US Term Note Borrower previously issued and sold to such Lender on the Original Closing Date, a US Term Note, in substantially the form attached as Exhibit A to the Original Financing Agreement (and attached as Exhibit A-1 hereto), in the aggregate purchase price (the “Restatement Closing Note Purchase Price”) principal amount of the Notes to be purchased by the Lenders at the Restatement Closing (as defined below), which is set forth opposite US Term Note Commitment of such Lender. In consideration for each applicable Lender’s name commitment to fund its pro rata share of draws under the UK Term Notes in column four (4) of accordance with the Schedule of Lenders attached heretoterms hereof, the UK Term Note Borrower shall issue and sell to such Lender on the Restatement Closing Date (as defined below)Date, and each applicable Lender severally, but not jointly, agrees to purchase from the UK Term Note Borrower on the Restatement Closing Date, a UK Term Note, in substantially the form attached hereto as Exhibit AA-2, and in the aggregate principal amount as is set forth opposite of the UK Term Note Commitment of such Lender. In consideration for each applicable Lender’s name in column four (4) commitment to purchase its pro rata share of the Schedule US Last Out Term Notes, the US Last Out Term Note Borrower shall issue and sell to such Lender on the Restatement Closing Date, and each applicable Lender severally, but not jointly, agrees to purchase from the US Last Out Term Note Borrower on the Restatement Closing Date, a US Last Out Term Note, in substantially the form attached hereto as Exhibit A-3, in the aggregate principal amount of Lenders attached heretothe US Last Out Term Note Commitment of such Lender. The restatement closing (the “Restatement Closing”) of the transactions contemplated by this Agreement and the issuance of the UK Term Notes to be issued on the Restatement Closing Date by the Borrower and the purchase thereof US Last Out Term Notes by the applicable Lenders Borrowers shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Restatement Closing (the “Restatement Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Restatement Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower Representative and the Agenteach Lender). On the Restatement Closing Date, (i) each Lender shall pay its pro rata share of the Restatement Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Restatement Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower Borrowers shall deliver to each applicable Lender the Notes UK Term Note and/or the US Last Out Term Note (in the denominations as such Lender shall have requested prior to the Restatement Closing) which such Lender is then purchasing, duly executed on behalf of the applicable Borrower and registered in the name of such Lender or its designee. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Restatement Closing. In consideration for each applicable Lender’s payment of its pro rata share The amendment and restatement of the aggregate purchase price (the “Restatement Closing Existing Note Purchase Price”) and Private Shelf Agreement, the amendment of the Existing Series A Notes and the Existing Series B Notes, and the issuance and sale of the Series C Notes to be purchased by the Lenders each Series C Purchaser, in each case as contemplated by this Agreement, shall occur at the Restatement Closing (as defined below)offices of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto0 Xxxxxx Xxxx, the Borrower shall issue and sell to such Lender on the Restatement Closing Date (as defined below)Xxx Xxxx, and each applicable Lender severallyXX 00000, but not jointlyat 10:00 A.M., agrees to purchase from the Borrower on the Restatement Closing DateNew York time, at a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The restatement closing (the “Restatement Closing”) of on July 1, 2021 (the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Restatement Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time day of the Restatement Closing (hereinafter referred to as the “Restatement Closing Effective Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to ). At the Restatement Closing set forth the Company will deliver to each Series C Purchaser the Series C Notes to be purchased by such Series C Purchaser in Section 5.1 below the form of a single Series C Note (or such later greater number of Series C Notes in denominations of at least $100,000 as such Purchaser may request) dated the date as is mutually agreed to by the Borrower and the Agent). On the Restatement Closing Date, (i) each Lender shall pay its pro rata share of the Restatement Closing Note Purchase Price and registered in such Series C Purchaser’s name (or in the name of its nominee), against delivery by such Series C Purchaser to the Borrower for Company or its order of immediately available funds in the Notes to be issued and sold to such Lender at amount of the Restatement Closing, purchase price therefor by wire transfer of immediately available funds, as more fully set forth on funds for the Schedule account of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior Company to the following account: Bank Name: JPMorgan Chase, New York, New York 10004 ABA Number: 000000000 SWIFT Code: XXXXXX00 Account Name: MSA Safety Incorporated Account Number: 227889711 Remittance: Xxxxx.Xxxxxxx@xxxxxxxxx.xxx Note: CTX or CCD+ formatting only If at the Restatement Closing) which Closing the Company shall fail to tender such Lender is then purchasingSeries C Notes to any Series C Purchaser as provided above in this Section 4.1, duly executed on behalf or any of the Borrower and registered conditions specified in the name Section 5 shall not have been fulfilled to such Series C Purchaser’s satisfaction, such Series C Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such Lender failure or its designeesuch nonfulfillment. The Restatement Closing and each Shelf Closing are hereafter sometimes each referred to as a “Closing”.

Restatement Closing. In consideration for each applicable LenderBuyer’s payment of its pro rata share of the aggregate purchase price (the “Restatement Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Restatement Closing Price (as defined below), which is set forth opposite such LenderBuyer’s name in column four six (46) of the Schedule of Lenders attached heretoBuyers, (i) the Borrower Companies shall issue and sell to such Lender each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Companies on the Restatement Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Restatement Closing Date, a Noteprincipal amount of Revolving Notes, in substantially the form attached hereto as Exhibit AA-1, and in the aggregate principal amount as is set forth opposite such LenderBuyer’s name in column four (4) of on the Schedule of Lenders attached heretoBuyers, and (ii) Parent shall issue to each Buyer on the Restatement Closing Date the number of Shares of Common Stock as is set forth opposite such Buyer’s name in column five (5) on the Schedule of Buyers. The restatement closing (the “Restatement Closing”) of the transactions contemplated by this Agreement and the issuance purchase of the Notes to be issued on the Restatement Closing Date such Securities by the Borrower and the purchase thereof by the applicable Lenders Buyers shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPMuch Shelist, 000 Xxxx Xxxxx Xxxxxx XxxxxxXxxxx, Xxxxx 0000Suite 1800, XxxxxxxChicago, Xxxxxxxx 00000Illinois 60606. The date and time of the Restatement Closing (the “Restatement Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Restatement Closing set forth in Section 5.1 4.1 and Section 4.2 below (or such later date as is mutually agreed to by the Borrower Companies and each Buyer). The aggregate purchase price (the “Restatement Purchase Price”) of the Notes and Shares to be purchased by the Buyers at the Restatement Closing shall be equal to $6,000,000 less the outstanding principal amount of the Initial Notes and the Agent)amount of all obligations owing to Buyers under the Consignment Agreement. On the Restatement Closing Date, (i) each Lender Buyer shall pay its pro rata share of the Restatement Closing Note Purchase Price (less the Unfunded Amount) to the Borrower Companies for the Notes and Shares to be issued and sold to such Lender Buyer at the Restatement Closing, by wire transfer of immediately available fundsfunds in accordance with the Companies’ written wire instructions (or as otherwise instructed by the Companies) which shall be provided to the Buyers at least three (3) business days prior to the Restatement Closing, as more fully set forth on the Schedule of Lenders and (ii) the Borrower Companies shall deliver to each Lender Buyer (A) the Notes (in the denominations as such Lender Buyer shall have requested prior to the Restatement Closing) which such Lender Buyer is then purchasing, duly executed on behalf of the Borrower Companies and registered in the name of such Lender Buyer or its designee and (B) certificates representing the Shares (in the denominations as such Buyer shall have requested prior to the Restatement Closing) which such Buyer is then purchasing, duly executed on behalf of Parent and registered in the name of such Buyer or its designee. The Revolving Notes issued on the Restatement Closing Date shall amend and restate the Initial Notes and, promptly following the Restatement Closing Date, by shall return the Initial Notes to Parent. On the Restatement Closing Date, without the necessity of any further action, all obligations owing to Buyers under the Consignment Agreement shall be amended to be evidenced by and governed by the Revolving Notes issued on the Restatement Closing Date as principal amounts outstanding thereunder.