Series A Closing Clause Samples
Series A Closing. The sale and purchase of the Series A Notes to be purchased by each Series A Purchaser shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M., New York City local time, at a closing (the “Series A Closing”) on August 28, 2009 or on such other Business Day thereafter on or prior to August 31, 2009 as may be agreed upon by the Company and the Series A Purchasers (the day of the Series A Closing hereinafter referred to as the “Series A Closing Day”). At the Series A Closing the Company will deliver to each Series A Purchaser the Series A Notes to be purchased by such Purchaser in the form of a single Series A Note (or such greater number of Series A Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Series A Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 323-265278 at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., New York, New York, ABA Routing Number: 021 000 021, for the benefit of Arch Chemicals, Inc., Account Officer: Honor ▇▇▇▇▇▇, telephone number: ▇▇▇-▇▇▇-▇▇▇▇, fax number: ▇▇▇-▇▇▇-▇▇▇▇. If at the Series A Closing the Company shall fail to tender such Series A Notes to any Series A Purchaser as provided above in this Section 3.1, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such 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 failure or such nonfulfillment. The Series A Closing and each Shelf Closing are hereafter sometimes each referred to as a “Closing”.
Series A Closing. On April 9, 2010 or any other date prior to April 9, 2010 upon which the Company and the Initial Purchasers may agree (herein called the “Series A Closing Day”), the Company will deliver to each Initial Purchaser at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, at ▇▇▇ ▇. ▇▇▇▇▇▇ Drive, Suite 6600, Chicago, Illinois 60606, one or more Series A Notes registered in such Initial Purchaser’s name (or, if specified in the Purchaser Schedule, in the name of the nominee(s) for such Initial Purchaser specified in the Purchaser Schedule), evidencing the aggregate principal amount of Series A Notes to be purchased by such Initial Purchaser and in the denomination or denominations specified with respect to such Initial Purchaser in the Purchaser Schedule attached hereto, against payment of the purchase price thereof by transfer of immediately available funds for credit to the account or accounts as shall be specified in a letter on the Company’s letterhead, in substantially the form of Exhibit 3.1 attached hereto, from the Company to the Initial Purchasers delivered prior to the Series A Closing Day.
Series A Closing. Subject to the terms and conditions of this Agreement, the issuance and subscription of the Series A Investor Subscription Shares of all Series A Investors (the “Series A Closing”) shall take place via the remote exchange of electronic documents and signatures immediately after the First Ordinary Closing on the same date, or at such other time and place as the Company, the Series A Investors and the Series B Investors shall mutually agree in writing (the date on which the Series A Closing take place, the “Series A Closing Date”).
Series A Closing. The sale and purchase of the Series A Notes to be purchased by the Series A Purchasers shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, Three ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m., Pacific time, at a closing on July 24, 2008 (the “Series A Closing Day”). On the Document Delivery Date, the Company will deliver to each Series A Purchaser the Series A Notes to be purchased by such Series A Purchaser in the form of a single Series A Note (or such greater number of Series A Notes in denominations of at least $1,000,000 as it may request), dated the date of the Series A Closing Day, and registered in such Series A Purchaser’s name (or in the name of its nominee), against delivery by such Series A Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds as set forth in the Funding Instruction Letter set forth as Exhibit D. If on the Series A Closing Day the Company shall fail to tender such Notes as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to the satisfaction of any Series A Purchaser (and not waived thereby), such Series A Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights it may have by reason of such failure or such nonfulfillment.
Series A Closing. The Company hereby agrees to sell to the Purchasers and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from the Company under the Facility 6.95% Senior Secured Notes, Series A, due 2010 (the "Series A Notes") in the aggregate principal amount set forth opposite its name on the Purchaser Schedule attached hereto at 100% of such aggregate principal amount. The Series A Notes shall be substantially in the form of Exhibit A-2 attached hereto. The Company will deliver to Prudential, at the offices of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Dallas, Texas 75201, one or more Notes registered in the name of the Purchasers, evidencing the aggregate principal amount of Series A Notes to be purchased by the Purchasers and in the denomination or denominations specified in the Purchaser Schedule attached hereto against payment of the purchase price thereof by transfer of immediately available funds to the credit of the Company's account #0880423630 at Union Bank of California, Los Angeles, California (ABA No. ▇▇▇▇▇▇▇▇▇) on the date of closing, which shall be June 3, 2003, or any other date upon which the Company and Prudential may mutually agree in writing (the "Series A Closing").
Series A Closing. The date and time of the Series A Closing (the “Series A Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Series A Closing set forth in Sections 6(a) and 7(a) below are satisfied or waived (or such later date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.
Series A Closing. The Company hereby agrees to sell to the Series A Purchasers and, subject to the terms and conditions herein set forth, each Series A Purchaser agrees to purchase from the Company in the aggregate principal amounts set forth opposite its name on the Purchaser Schedule attached hereto at 100% of such aggregate principal amounts. The Series A Notes shall be substantially in the form of Exhibit A-1 attached hereto. The Company will deliver to the Series A Purchasers, at the offices of B▇▇▇▇ B▇▇▇▇ L.L.P. at 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 600, Dallas, Texas 75201, one or more Series A Notes registered in the name of the Series A Purchasers, evidencing the aggregate principal amount of Series A Notes to be purchased by the Series A Purchasers and in the denomination or denominations specified in the Purchaser Schedule attached hereto against payment of the purchase price thereof by transfer of immediately available funds to the credit of the Company’s account #3620097607 at Capital One, National Association, 5▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ (ABA Routing Number 1▇▇▇▇▇▇▇▇) on the date of closing, which shall be July 31, 2007, or any other date upon which the Company and the Series A Purchasers may mutually agree in writing (the “Series A Closing”).
Series A Closing. The Series A Closing shall have occurred.
Series A Closing. The sale and purchase of the Series A to be purchased by each Series A Purchaser shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, Three ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m., Pacific time, at a closing on April 21, 2011 (the “Series A Closing Day”). On the Series A Closing Day, the Company will deliver to each Series A Purchaser the Series A Notes to be purchased by such Series A Purchaser in the form of a single Series A Note (or such greater number of Series A Notes in denominations of at least $1,000,000 as such Purchaser may request), each dated the date of the Series A Closing Day, and registered in such Series A Purchaser’s name (or in the name of its nominee), against delivery by such Series A Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 0012016481 at Union Bank, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite #250, Walnut Creek, CA 94596 (telephone: (▇▇▇) ▇▇▇-▇▇▇▇), ABA number ▇▇▇▇▇▇▇▇▇, Beneficiary Name: ▇▇▇▇▇▇▇
Series A Closing. The Company hereby agrees to sell to the Purchasers and, subject to the terms and conditions set forth herein, each Purchaser agrees to purchase from the Company under the Facility 5.91% Senior Notes due February 28, 2011 (the "SERIES A NOTES") in the aggregate principal amount set forth opposite its name on the Purchaser Schedule attached hereto at 100% of such aggregate principal amount. The Series A Notes shall be substantially in the form of Exhibit A-2 attached hereto. The Company will deliver to Prudential, at the offices of Prudential Capital Group at 2200 Ross Avenue, Suite 4200E, Dallas, Texas, 75201 or, at the requ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 600, Dallas, Texas 75▇▇▇, o▇▇ ▇▇ more Notes ▇▇▇▇▇▇▇▇▇▇ ▇▇ the name of the Purchasers, evidencing the aggregate principal amount of Series A Notes to be purchased by the Purchasers and in the denomination or denominations specified in the Purchaser Schedule attached hereto against payment of the purchase price thereof by transfer of immediately available funds to the credit of the Company's account at JPMorgan Chase AZ, Phoenix, Arizona, Account Number 22703938 (ABA No. 122100024) on the date of closing, which shall be ▇▇▇▇▇▇▇y 28, 2006, ▇▇ ▇▇▇ other date upon which the Company and Prudential may mutually agree in writing (the "SERIES A CLOSING").