Share Closing Sample Clauses

Share Closing. (a) The consummation of the sale and purchase of the Exchanged Shares pursuant to the terms of this Agreement (the “Share Closing”) may, in each case subject to the satisfaction or waiver of all conditions set forth in Article VI below as of the Share Closing Date, take place, at the Purchaser’s sole discretion (provided, however, that the Purchaser shall be obligated to provide, at least five (5) Business Days in advance of the Share Closing Date, a written notice to the Seller setting forth the contemplated Share Closing Date), at the Zurich offices of Homburger either (i) on the Cash Closing Date or (ii) at any time during the period starting as of the Cash Closing Date and ending on the fifth (5th) Business Day after the date of the Purchaser’s annual general shareholders’ meeting approving its financial statements for the fiscal year 2006 (the “Purchaser’s AGM”). The date on which the Share Closing occurs is called the “Share Closing Date”. (b) At the Share Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser (i) a valid assignment of the Exchanged Shares in writing with written notice to the Company to that effect (provided, however, that the time of delivery of such notice to the Company shall have to be agreed by the Purchaser) and evidence of a book transfer of the Exchanged Shares to the account of the Purchaser through SIS and (ii) a Seller’s Certificate dated as of the Share Closing Date, and shall do all such other acts as may be required under Applicable Law and the articles of incorporation of the Company to transfer the Exchanged Shares and all rights connected therewith to the Purchaser. (c) At the Share Closing, subject to the approval of its extraordinary shareholders’ meeting, the Purchaser shall (i) deliver the Share Consideration issued to and registered in the name of the Seller by crediting the Seller’s share account in the Purchaser’s register of shareholders with the Share Consideration together with a written confirmation to the Seller from the Purchaser of such entry and (ii) deliver the Purchaser’s Certificate dated as of the Share Closing Date to the Seller. (d) It is hereby expressly agreed that, at any time during the period starting as of the Cash Closing Date and ending on the fifth (5th) Business Day after the date of the Purchaser’s AGM, the Purchaser shall be entitled, at its sole discretion (provided, however, that the Purchaser shall be obligated to provide, at least five (5) Business Days in ...
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Share Closing. The closing of the purchase and sale of the Shares (the "Share Closing") shall be held at the offices of Brown, Rudnick, Freed & Gesmer, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, within ten (10) business days following the date of this Agreement, at 10:00 a.m. Eastern time, or at such other time and place upon which ABS and Abbott shall agree.
Sample 1
Share Closing. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and the Investor agrees to purchase the Securities for an aggregate purchase price of US$4,400,000 (the “Share Purchase Price”). The Investor shall wire investment fund to the Company designated bank account (per the Company’s wiring instruction in Exhibition A) within fifteen business days after effectiveness of this Agreement. The date on which the closing of such purchase and sale occurs (the “Share Closing”) is hereinafter referred to as the “Share Closing Date”. The Share Closing will be deemed to occur when (A) this Agreement has been executed and delivered by the Company and the Investor, (B) each of the conditions to the Share Closing described in Section 5 of this Agreement has been satisfied or waived as specified therein and (C) full payment of the Share Purchase Price has been made by the Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing the Securities being purchased by the Investor, registered in the name and address of the Investor as is set forth on the signature page hereto. At the Share Closing, for each Class A ordinary share purchased, the Investor shall receive from the Company two warrants of the Company, for an aggregate of 22,000,000 warrants. The warrants are exercisable within 2 years from the date of issuance and have an exercise price of US$4.2.
Sample 1
Share Closing. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and the Investor agree to purchase the Securities for a purchase price of $4.00 per share, for an aggregate purchase price of $600,000 (the “Share Purchase Price”). The Share Purchase Price shall be payable by wire to the Company’s bank account per the Company’s wiring instruction attached in Exhibit A at or before signing of this Agreement for the Shares. The date on which the closing of such purchase and sale occurs (the “Share Closing”) is hereinafter referred to as the “Share Closing Date”. The Share Closing will be deemed to occur when (A) this Agreement has been executed and delivered by the Company and the Investor, (B) each of the conditions to the Share Closing described in Section 5 of this Agreement has been satisfied or waived as specified therein and (C) full payment of the Share Purchase Price has been made by the Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing the Shares being purchased by the Investor, registered in the name and address of the Investor as is set forth on the signature page hereto.
Sample 1
Share Closing. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and the Investor agrees to purchase the Securities for an aggregate purchase price of US$ 2,062,500 (the “Share Purchase Price”). The date on which the closing of such purchase and sale occurs (the “Share Closing”) is hereinafter referred to as the “Share Closing Date”. The Share Closing will be deemed to occur when (A) this Agreement has been executed and delivered by the Company and the Investor, (B) each of the conditions to the Share Closing described in Section 5 of this Agreement has been satisfied or waived as specified therein and (C) full payment of the Share Purchase Price has been made by the Investor or another person agreed by the Company to the Company by wire transfer of immediately available funds. All the parties acknowledge that the Share Purchase Price has been paid prior to the Share Closing Date by Applegreen LLC to the Company.
Sample 1
Share Closing. The closing (the “Share Closing”) of the Share Exchange and Share Purchase shall take place at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date of the Closing but immediately prior to the Effective Time, provided that the conditions set forth in Section 5.1 hereof shall have been satisfied or waived on or prior thereto. At the Share Closing, (a) each of the Management Stockholders will deliver and surrender or will cause to be delivered and surrendered to Parent the certificate or certificates representing the Exchanged Shares and Sold Shares, in each case duly endorsed for transfer to Parent and/or accompanied by stock or other appropriate powers duly endorsed in blank, or such other instruments of transfer as Parent may reasonably request, including without limitation a letter of instruction to the Company’s transfer agent, and a properly completed Internal Revenue Service Form W-9, and (b) Parent will deliver or cause to be delivered to each of the Management Stockholders, if applicable, an amount in cash equal to (i) the sum of (x) the Sold Share Consideration in respect of such Management Stockholder’s Sold Shares and (y) any cash to be paid such Management Stockholder in lieu of fractional shares of Surviving Common Stock pursuant to Section 1.1(b) hereof less (ii) such Management Stockholder’s Reinvestment Amount, if any, by certified bank check to the address designated by such Management Stockholder and set forth on his or her signature page to this Agreement. Immediately after the Closing, Parent will deliver or cause to be delivered to each of the Management Stockholders engaging in the Share Exchange, if applicable, a stock certificate or certificates representing that number of shares of Surviving Common Stock to be received by such Management Stockholder in the Share Exchange.
Sample 1
Share Closing. Subject only to the conditions set forth in Section 6.1, the closing of the subscription and issuance of the Subscribed Shares contemplated hereby (the “Share Closing”) shall be conducted remotely by exchange of documents and signatures on a date prior to the Closing Date as Parent and the Investors may mutually agree (the “Share Closing Date”).
Sample 1
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Share Closing. (a) The consummation of the sale and purchase of the Exchanged Shares pursuant to the terms of this Agreement (the “Share Closing”) may, in each case subject to the satisfaction or waiver of all conditions set forth in
Sample 1
Share Closing. (a) Subject to the satisfaction (or waiver) of each of the conditions set forth in Sections 3.3 and 3.4, the application of the Investment to acquire the Acquired Equity Interest (the “Share Closing”) shall take place at the corporate headquarters of ACM Shanghai at such time and on such date after May 17, 2023 as the parties mutually agree, but in no event later than August 17, 2023. (b) At the Share Closing, (i) ACM Shanghai shall deliver the Acquired Equity Interest to SMC and (ii) SMC shall deliver to ACM Shanghai, to the extent ACM Shanghai responsibly requests, evidence as to the cancellation of the Investment and a letter of representations and other documentation as necessary or desirable to affirm compliance with applicable securities laws in connection with the issuance of the Acquired Equity Interest.
Sample 1

Related to Share Closing

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Effective Time; Closing Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

  • Merger Closing (a) The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • Second Closing The obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the New Series B Investors and the holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) (i) As of the First Closing, the authorized capital stock of the Company consisted solely of (1) ten million (10,000,000) shares of Common Stock, of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) sufficient shares of Common Stock for issuance upon conversion or redemption of all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the First Closing, the capitalization of the Company was as set forth in the Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Company or any of its Subsidiaries and (II) for each such option, warrant or right, the holder thereof, the date of grant, the exercise price and the number of shares subject thereto.

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

  • Purchase Closing Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • First Closing The First Closing shall have occurred.

  • The Share Exchange 1.1 Purchase and Sale of Shares 1 1.2 Consideration 1 1.3 Company Shareholder Consent 2

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

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