Second Closing Date. The closing of the purchase and sale of the ------------------- Series C Preferred and Series C Warrants hereunder to Warburg and Crosspoint and the closing of the sale of the Series C Warrants to Intel (the "SECOND CLOSING") shall be held at 1:00 p.m., California Time, on the fifteenth (15th) day after delivery of the Exercise Notice (or if such date is not a business day then on the next business day thereafter) or on such later date as the Company and the Purchasers may mutually agree to, but in any event no later than the Final Closing Date (the date of such Closing being referred to as the "SECOND CLOSING DATE"). The place of the Second Closing (including the place of delivery to Warburg and Crosspoint by the Company of the certificates evidencing all shares of Series C Preferred and Series C Warrants being purchased by them and the place of payment to the Company by Warburg and Crosspoint of the purchase price therefor and the place of delivery to Intel by the Company of the Series C Warrants being purchased by Intel) shall be the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, or such other place as such Purchasers and the Company may mutually agree.
Second Closing Date. As soon as reasonably practicable following the First Closing Date but in no event later than thirty days after the First Closing Date (the "SECOND CLOSING DATE"), the Initial Members will have caused the following events to happen:
(1) The Initial Class A Member and the Initial Class B Member will have entered into the "ANCILLARY IMPLEMENTATION AGREEMENT," in form and substance reasonably satisfactory to each such Initial Member, pursuant to which the Initial Class B Member will perform ongoing implementation and adjustment of certain "Peoplesoft" software (or an equivalent product) licensed by the Initial Class A Member, and/or the initial and ongoing implementation and adjustment of the Global Sales Force Automation software (or an equivalent product) licensed by the Initial Class A Member, on the terms and conditions set forth therein but including the following: (i) the total commitment by the Initial Class A Member to purchase services from the Initial Class B Member will equal $5 million; (ii) such commitment will be retired over time as determined by the Initial Class A Member but will be fully retired prior to the third anniversary of the Second Closing Date; and (iii) the Class B Member will provide the relevant services based on an hourly blended rate for personnel of $164 per hour.
(2) The Initial Members and the Company will have entered into a "TRANSITION SERVICES AGREEMENT," in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which each Initial Member will perform certain services for the Company on the terms and conditions set forth therein and will agree to provide such services for a period following a termination of the Company or a sale by such Initial Member of its Membership Interest.
(3) The Initial Class A Member and the Company will have entered into an agreement (the "IP OSS/BSS SUBLICENSE") in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class A Member will make access to the IP OSS/BSS system available to the Company (upon and after the completion of the IP OSS/BSS) on the terms and conditions set forth therein.
(4) The Initial Class A Member and the Company will have entered into a "WEB HOSTING AND INTERNET ACCESS SERVICE AGREEMENT" in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class A Member will provide broadband services, other telecommunications services, and internet host...
Second Closing Date. The obligation of each Buyer hereunder to purchase the Second Notes at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The Company shall have executed and delivered to such Buyer the Note Certificates (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Second Closing pursuant to this Agreement.
(ii) Such Buyer shall have received the opinions of the Company's counsel dated as of the Second Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit H-1 and Exhibit H-2 attached hereto.
(iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the Second Closing Date and the Company shall cause its transfer agent to deliver a letter to such Buyer to that effect.
(iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Second Closing Date.
(v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Minnesota within 10 days of the Second Closing Date.
(vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company dated as of the Second Closing Date, as to (i) the resolutions described in Section 3 as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit J.
(vii) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects 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...
Second Closing Date. The Transferee shall pay the Second Installment of the Purchase Price pursuant to Section 3.2.2 and Section 3.3 hereof to the Transferors (the “Second Closing”). The day of payment of the Second Installment of Purchase Price shall be the second closing date (the “Second Closing Date”).
Second Closing Date. The closing of the issuance of the Second Issuance Shares or the redemption of the Initial Issuance Shares pursuant to Section 2.1(b) (the "Second Closing") shall be held at 4:00 p.m. Pacific Standard time on that date which is twelve (12) calendar months after the Initial Closing Date (the "Second Closing Date") and which is following the satisfaction or waiver of the conditions set forth in Sections 6.3 and 6.4, or at such other time or date as the Company and SB may agree in writing.
Second Closing Date. With respect to the Second Closing, the conditions set forth in Sections 6.3, 6.4(b), 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11, 6.12 and 6.13 shall have been satisfied by the Exchange Termination Date.
Second Closing Date. The Closing of the purchase and sale of the Second Convertible Debenture shall take place at 10:00 a.m. Eastern Daylight Time on the 1st business day following the date the Company files the Registration Statement with the SEC, subject to notification of satisfaction of the conditions to the Second Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor (the “Second Closing Date”).
Second Closing Date. (i) Subject to Section 3.4(a)(ii), the closing of the purchase of the Second Closing Membership Interests (the “Second Closing”) shall take place at the offices of Xxxx Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on March 30, 2018, provided that the conditions set forth in Article 9 hereof are satisfied or waived (other than those conditions which by their terms are to be satisfied or waived at the Second Closing) or such other time, date and location as the Companies and Buyer shall mutually agree. The Second Closing may be accomplished remotely by the electronic exchange of all deliveries required by Section 3.4(b) between the Parties. The date on which the Second Closing actually occurs is referred to herein as the “Second Closing Date”.
(ii) Notwithstanding anything to the contrary contained in this Agreement, if, at any time on or after the First Closing Date, (i) either Seller’s employment with NewCo is terminated for Good Reason (as defined in such Seller’s Employment Agreement) or without Cause (as defined in such Seller’s Employment Agreement); (ii) Parent, Buyer or NewCo agrees to enter into a transaction to effect a sale or other disposition of all or substantially all of the assets of Parent, Buyer or NewCo, as the case may be, or a merger, consolidation, recapitalization or other transaction in which any Person who is not an owner of an interest in Parent, Buyer or NewCo, as the case may be, on the Closing Date becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of all interests in Parent, Buyer or NewCo, as the case may be, other than the SFX Qualified IPO; or (iii) Parent, Buyer or NewCo, as the case may be, makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against Parent, Buyer or NewCo, as the case may be, seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization (each, a “Triggering Event”), either or both of the Sellers may, in his or her sole discretion, by sending written notification to Parent and Buyer, revise the definition of the “Second Closing Purchase Price” to mean an amount equal to the greater of the Floor or fifty percent (50%) of thirty percent (30%) of NewCo’s EBITDA for the any of the three calendar years prior to the year ...
Second Closing Date. Notwithstanding anything in the Asset Purchase Agreement to the contrary, subject to the satisfaction of the conditions set forth in SECTION 2.10 hereof, the closing (the "Second Closing") for the sale of the Additional Assets to Buyer shall occur on a date not later than May 13, 2002 as notified by Buyer to LTV at least one Business Day in advance of the Second Closing. Upon the consummation of the Second Closing, the Additional Assets shall constitute Acquired Assets.
Second Closing Date. The second closing of the Acquisition (the “Second Closing”) shall take place at the offices of Sidley Austin LLP, 000 0xx Xxxxxx, Xxx Xxxx, X.X. 00000, at 10:00 a.m. on the later of (a) the second Business Day following the date on which each of the conditions set forth in Article VI A is satisfied or waived by the party entitled to waive such condition (except for any conditions that by their nature can only be satisfied on the Second Closing Date, but subject to the satisfaction of such conditions or waiver by the party entitled to waive such conditions) and (b) 60 days after the date hereof or such earlier date as the Purchaser may designate in writing. The date on which the Second Closing occurs is referred to herein as the “Second Closing Date.”
