Signing and Closing. Acts to be Performed Prior to the execution of this agreement:
(a) Immediately prior to the execution of this agreement, the Company and the Shareholders will present to The Investors for examination all the documents (“The Closing Documents"), as set out below:
(1) Resolutions of The Company’s board of directors (“The Company’s Board of Directors“) resolving (i) to approve the execution of this Agreement; and (ii) to approve the issuing of the shares pursuant to this Agreement and to authorize the directors of The Company to sign the appropriate documentation;
(2) Share allocation forms conforming with the articles of association of The Company, in respect of the shares, duly executed by The Company and The Shareholders;
Signing and Closing. Once a loan application has been approved, a loan agreement will be entered into between the Group and the borrower. After signing of the loan agreement and the meeting of other conditions, such as the transfer of an accounts receivable, the Finance Department of the Group will then be responsible for transferring the funds to the borrower.
Signing and Closing. 4.1 Closing shall take place on the Closing Date at the offices of HWL or at such other place as is agreed in writing by the Seller and Purchaser.
4.2 Prior to or simultaneous with the execution and delivery of this Agreement by all parties, the Seller shall make available for inspection by the Purchaser the following:
(i) (a) a certified extract of the written resolutions of the directors of the Company
(A) approving and authorising the following:
(1) the transfer and registration of transfer of the Sale Shares to the HSBC Nominee upon receipt of the Promissory Note and the Cash Consideration by the Seller on the Closing Date;
(2) the entry of the name of and details of the HSBC Nominee into the Cayman Islands Register of Members and the Cayman Islands Register of Transfers as the registered owner and transferee of the Sale Shares upon receipt of the Promissory Note and the Cash Consideration by the Seller on the Closing Date;
(3) the issue of a share certificate in the name of the HSBC Nominee in relation to the Sale Shares upon receipt of the Promissory Note and the Cash Consideration by the Seller on the Closing Date;
(4) the appointment of Xxxxxx Xxxxxxx and Aldo Mareuse as non-executive directors of the Company (and Xxxxxx Xxxxxxxxx and Xxxx Xxxxxxx as their respective alternate directors) as of and with effect from the Closing Date upon receipt of the Promissory Note and the Cash Consideration by the Seller on the Closing Date; and
(5) the execution, delivery and performance of each of the Transaction Documents to which it is a party; and
(B) noting the intention within two weeks from the Closing Date to establish a finance committee of the directors of the Company for the purposes set forth in the Shareholders’ Agreement and to appoint the persons referred to in the Shareholder’s Agreement to such finance committee; and
(b) a certified extract of the written resolutions of the directors of the Seller approving and authorising the execution, delivery and performance of this Agreement (including the sale of the Sale Shares to the Purchaser Nominee and the transfer of the same into the name of the HSBC Nominee as of and with effect from receipt of the Promissory Note and the Cash Consideration by the Seller on the Closing Date), each of the other Transaction Documents to which it is a party and the Security Document;
(c) a certified extract of the written resolutions of the directors of HWL approving and authorising the execution, delivery and perform...
Signing and Closing. 4.1 Deliveries at Signing of Agreement. Prior to or substantially contemporaneous with the execution this Agreement, Innovacom shall deliver or cause to be delivered to the CTEI evidence of the corporate authorizations approving the terms of this Agreement and the transactions contemplated herein and therein; and
Signing and Closing. The parties hereto shall execute and deliver this Agreement by facsimile followed by exchange of manually executed documents by a recognized courier service. The signing of documents will constitute the "Closing." The funding of the transactions contemplated herein (the "CLOSING") shall be held at 2:00 p.m. (PST) time on November 17, 1998, following the satisfaction or waiver of the last of the conditions to Closing as set forth in ARTICLES VII and VIII , unless the parties hereto otherwise agree to any earlier or subsequent time or date of closing; PROVIDED, HOWEVER, that in no event will the Closing be extended to a time later the Outside Date without the parties' mutual written consent. The closing of the transactions shall be effective as of 12:01 a.m. (GMT) effective as of November 1, 1998 (the "EFFECTIVE DATE"). Results of operations of the portion of the Distribution Business comprised of the Assets, subject to the Assumed Liabilities, through the accounting period at 11:59 p.m. (GMT) on the day preceding the Effective Date (whether or not a business day) shall be included in the consolidated results of operations of Sellers; and, after such time, operations for such portion of the Distribution Business shall be conducted and the results thereof shall be for the account of Buyers.
Signing and Closing. The Signing Date shall take place on December 28, 2015. The closing of contribution and exchange of the Stock provided for in Sections 1 and 2 of this Agreement (the “Closing”) shall take place only after exchange of written confirmation from one Party to other, that Condition Precedent obligations have been fully satisfied, or waved. The Place of the closing shall be the New York Offices of Davidoff Hutcher & Citron LLP on or around the 30th day of January, 2016, or such other time and place as the parties may agree. The day on which the Closing occurs is sometimes hereinafter referred to as the “Closing Date.”
Signing and Closing. (a) This Agreement contemplates an execution date that occurs prior in time to the Closing Date. Upon execution, the signature pages hereto shall be held in escrow until the Closing Date. If the Closing Date does not occur by May 20, 2002, this Merger Agreement shall have terminated, unless the parties hereto mutually agree in writing to extend the time within which the Closing Date shall occur.
(b) Unless this Agreement shall have been terminated pursuant to Section X, and subject to the satisfaction or waiver, if permissible, of the conditions set forth in Articles VII, VIII and IX, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place (i) at the offices of Kaplan Gottbetter & Levenson, LLP, as promptly as practicable (and ix xxx event within fxxx xxxiness days) after satisfaction or waiver, if permissible, of the conditions set forth in Articles VII, VIII and IX or (ii) at such other time, date or place as Stronghold and TDT may mutually agree.
Signing and Closing. The signing of this Agreement shall occur simultaneously with the Closing. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer), at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Signing and Closing. 3.1 Closing; Effective Time. When all deliveries required under Section 3.2 and Section 3.3 have been made, the closing (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of Xxxxxx & Xxxxxx L.L.P., 3700 Xxxxxxxx Xxxx Center, 0000 Xxxx Xxxxxx, Dallas, Texas 75201, on the date hereof (or at such other place or manner as agreed upon by the parties hereto) (the “Closing Date”). The transfer of the Shares shall be deemed to have become effective when all deliveries required under Section 3.2 and Section 3.3 have been made (the “Effective Time”).
Signing and Closing. Subject to the terms and conditions of this Agreement, the execution of this Agreement shall occur on the Signing Date specified above and the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely by exchange of documents and signatures (or their electronic counterparts), on or before August 12, 2024 at 9:00 A.M. Mountain Time (the “Closing Date”). Xxxxx and Seller mutually agree to use their best efforts to effectuate the Closing prior to the Closing Date.
