Second Closing Delivery Sample Clauses

Second Closing Delivery. (a) The purchase and sale of the Second Closing Stock shall take place at the offices of Venture Law Group, 2800 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, xx 10:00 a.m., on the scheduled closing date specified in the Exercise Notice pursuant to Section 1.3(c), or at such other time and place as the Company and Purchaser mutually agree upon, orally or in writing (which time and place are designated as the "SECOND CLOSING" and the date on which the Closing occurs shall be the "SECOND CLOSING DATE").
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Second Closing Delivery. At the Second Closing, the Company shall deliver to Chesapeake, against payment by Chesapeake of the purchase price set forth in Section 2.5: (i) the Additional Shares; (ii) the Additional Note, substantially in the form of Exhibit A hereto; (iii) the Additional Series A Warrant, substantially in the form of Exhibit B hereto; and (iv) the Additional Series B Warrant, substantially in the form of Exhibit C hereto.
Sample 1
Second Closing Delivery. The second closing (the “Second Closing”) shall be held within 15 days from delivery by the Company of a written certificate of the Chief Executive Officer of the Company stating that the First Milestone, as defined in Exhibit A-1, has been achieved and providing supported documentation. At the Second Closing, the Company shall deliver to each Purchaser a certificate representing the shares purchased at the Second Closing as detailed in Exhibit A (the “Second Closing Shares”) against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company.
Sample 1
Second Closing Delivery. The closing of the Second Installment Shares, shall take place at 10:00 a.m., on the date on the business day on which the last of the conditions set forth in Sections 4 and 5 of this Agreement that are capable of being satisfied before such closing are fulfilled or waived in accordance with this Agreement, at the offices of the Purchaser, 4 W. Rockland Road, Montchanin, Delaware, or at such other time and place as the Company and the Purchaser mutually agree upon, orally or in writing (which time and place is designated as the “Second Closing”).
Sample 1
Second Closing Delivery. (a) At the Second Closing, the Buyer shall deliver or cause to be delivered to the Seller the following (the “Buyer’s Second Closing Deliverables”):
Sample 1

Related to Second Closing Delivery

  • Closing; Delivery (a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at such time and place as the Company and the Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

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