Staged Closings Sample Clauses

Staged Closings. The parties agree to discuss whether the transactions contemplated hereby can be closed in stages, with certain jurisdictions closing in an “initial stage” and other jurisdictions closing after the “initial stage”. In the event that the parties cannot mutually agree within 60 days after the date of this Agreement which jurisdictions will be included in the “initial stage” closing and which jurisdictions will be closed after the “initial stage” closing, the Outside Date will no longer be August 14, 2013 and will instead be November 14, 2013. If the parties do mutually agree within 60 days after the date of this Agreement which jurisdictions will be included in the “initial stage” closing and which jurisdictions will be closed after the “initial stage” closing, the parties will implement any amendments to this Agreement or other changes as necessary or appropriate to effect such agreed staged closings.
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Staged Closings. 28 Section 2.13 Certain Dispositions . . . . . . . . . . . . . . . . . . . 31
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Staged Closings. 97 Section 5.23 Supplies and Services . . . . . . . . . . . . . . . . . . 97 Section 5.24 Guarantee . . . . . . . . . . . . . . . . . . . . . . . . 98 Section 5.25 Trade Names . . . . . . . . . . . . . . . . . . . . . . . 98 Section 5.26 Corporate Trademarks . . . . . . . . . . . . . . . . . . . 98 Section 5.27 Payment . . . . . . . . . . . . . . . . . . . . . . . . . 100
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Staged Closings. Notwithstanding anything to the contrary contained herein, in the event that the condition to the Closing set forth in Section 6.1(c) has been satisfied with respect to the United States of America, Canada, Germany, France, the United Kingdom, Belgium, The Netherlands and Luxembourg (the "Listed Countries"), but not with respect to all countries in which Transferred Assets are physically located, and the conditions to the Closing set forth in Sections 6.1(a), (b) and (d) have been satisfied, (i) the Closing shall be effected; provided, however, that (A) the evidence to be delivered pursuant to Sections 2.8(g) and 2.9(k) shall only be required with respect to Required Approvals relating to the Listed Countries and any other country with respect to which Section 6.1(c) has been satisfied as of such time (collectively with the Listed Countries, the "Closing Countries"), (B) Sections 2.9(a), (c), (d), (e), (f), (g), (l), (n) and (o) shall apply only to the extent related to the Closing Countries, (C) the certificates to be delivered pursuant to Section 2.8(f) to the extent related to the representations and warranties contained in Section 4.3 and Section 2.9(m) to the extent related to the representations and warranties contained in Section 3.4 need only be true as to the Closing Countries, (ii) subsequent closings shall occur as soon as practicable following receipt of all of the Required Approvals with respect to each country (each, a "New Country") for which a Required Approval had not been obtained as of the Closing and in connection therewith, only the provisions of Sections 2.8(g) and 2.9(a), (c), (d), (e), (f), (g), (k), (l), (n) and (o) shall apply to such closing and then only to the
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Staged Closings. Kodak and the Subsidiaries, on the one hand, and Purchaser and the Purchaser Buyers, on the other hand, shall take all steps necessary to cause the closings with respect to every New Country to conclude as soon as practicable after the Closing.
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Staged Closings. (a) Notwithstanding anything to the contrary contained herein, in the event that the conditions to Closing set forth in Article VII have been satisfied (or waived), but the time required by local Law or contract for the parties' performance of their obligations of notification and consultation contemplated by Sections 6.2(b) and 6.6 (the "Notification Time") has not then expired in one or more countries other than the U.S. (collectively, the "Deferred Countries"), then: (i) Closing will nevertheless be effected with respect to that portion of the Transferred Assets, the Assumed Liabilities, the Business and the Employees located in the U.S. and in each other country in which the Notification Time has then expired (collectively, the "Closing Countries"); and (ii) so long as such party has performed its obligations of notification and consultation contemplated by Sections 6.2(b) and 6.6 with respect to a Deferred Country, either Buyer or Seller will have the option of deferring closing in such Deferred Country as provided by this Section 2.11. If either Buyer or Seller so elects to defer closing, then the conditions to Closing set forth in Sections 7.2(e) and 7.3(e) will only be required to be satisfied to the extent that they relate to the Closing Countries.
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Staged Closings. Notwithstanding anything to the contrary contained in Articles VII or VIII herein, in the event that any condition to the closing set forth in Section 7.1 has not been satisfied with respect to any country other than the U.S. and the U.K., (a) the Closing shall be effected; provided, however, that (i) Buyer or the applicable Buyer Purchaser shall have the option of deferring closing in any country with respect to which any condition set forth in Subsections 7.1.2, 7.1.3, 7.1.4, 7.1.11, 7.1.12, 7.1.13 or 7.1.14 has not been satisfied as of such time (the "Deferred Countries"), and (ii) the certificates to be delivered pursuant to Section 7.1 need only be true as to countries in which Closing occurs on the Closing Date; (b) each subsequent closing shall occur as soon as practicable following satisfaction of all conditions with respect to each Deferred Country; and (c) pending closing with respect to any Deferred Country, Sellers shall, with any necessary cooperation from Buyer and the applicable Buyer Purchaser, operate the Business for the account of Buyer under the Services Agreement. In connection therewith, (x) Buyer shall or shall cause its designee to reimburse the applicable Seller on a monthly basis as invoiced (with appropriate documentation) by Sellers for the after-tax cash requirements, if any, for the portion of the Business as operated in such Deferred Countries and the applicable Seller shall deliver to the applicable Buyer Purchaser the after tax cash benefit, if any, derived from the Business as operated in such Deferred Country; and at or within 30 days following closing in any Deferred Country, Sellers shall pay to Buyer, or Buyer shall pay to Seller, as the case may be, and shall deliver appropriate documentation with respect any other contribution made by or received by the respective Sellers by the Business as operated in the Deferred Country so that, as between Sellers and Buyers, the operations shall have been for the account of the applicable Buyer Purchaser on an after-tax basis; (y) the Employees shall continue to be regarded as employees of the applicable Seller and any provisions set forth in Section 6.10 shall be deemed to apply to the Employees only as of the date the closing is effected in the applicable Deferred Country; and (z) the parties shall use their reasonable best efforts, and cooperate with each other, to satisfy promptly the applicable conditions. To the extent a Buyer Purchaser must, under applicable Law, pay cash ...
Sample 1
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Staged Closings. Notwithstanding anything to --------------- the contrary contained herein, in the event that the conditions set forth in Articles VIII and IX have been satisfied, except that the transfer of the Purchased Shares of entities formed under the laws of, or Purchased Assets located in, the jurisdictions listed on Schedule 3.5 require any approval of ------------ a Governmental Body under applicable Law that has not been received (such Purchased Shares and Purchased Assets, the "DELAYED TRANSFER ASSETS"), the Closing shall be effected as contemplated hereby, but not with respect to the Delayed Transfer Assets. Subsequent closings (each a "SUBSEQUENT CLOSING") with respect to Delayed Transfer Assets shall occur as soon as practicable following receipt of the applicable approvals in each applicable jurisdiction. At the applicable Subsequent Closing, Purchaser and Seller shall make such deliveries as may be necessary under applicable Law with respect to the Delayed Transfer Assets being transferred at such Subsequent Closing. From the Closing Date to the Subsequent Closing, Seller shall, with any necessary cooperation from Purchaser, preserve each Delayed Transfer Asset and hold and operate each such Delayed Transfer Asset in trust for the account of Purchaser or the applicable Subsidiary Purchaser, and Purchaser or the applicable Subsidiary Purchaser shall be liable for all obligations relating to such Delayed Transfer Assets. To the extent that Seller is not lawfully able to hold and operate any Delayed Transfer Asset in trust for the account of Purchaser as contemplated by the preceding sentence, Seller shall use all reasonable endeavors to enter into an arrangement that passes through to Purchaser the economic costs and benefits of ownership of such Delayed Transfer Assets. In connection therewith, the Business Employees in any such jurisdiction shall continue to be regarded as employees of Seller or its Subsidiaries, and any provisions of Section 10.1 shall apply to such Business Employees only as of the date of the applicable Subsequent Closing. If Solutia GOM India Coatings Materials Private Limited shall be a Delayed Transfer Asset, Seller shall take all reasonable endeavors to cause those persons that Seller has designated to be directors (or the holders of an equivalent office under the Law applicable to such entity) of Solutia GOM India Coatings Materials Private Limited to be replaced, as soon as reasonably practicable following the Closing, with such p...
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Related to Staged Closings

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Additional Closings The closing of the sale and purchase of the Additional Series G Shares shall occur at (i) [ — ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional Closing”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing. At each Additional Closing, the Corporation shall issue and deliver to each Investor participating in such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closing, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may accept.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Closings On each Advance Date, which shall be seven (7) Trading Days after an Advance Notice Date, (i) the Company shall deliver to the Investor's Counsel, as defined pursuant to the Escrow Agreement, shares of the Company's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to First Union National Bank (the "ESCROW AGENT") the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor's Counsel all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; PROVIDED, HOWEVER, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor or its Investor's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company's Common Stock to be delivered on such Advance Date.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial 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:

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • First Closing The First Closing shall have occurred.

  • The Initial Closing Trust Property shall be held by the Mortgages Trustee on the Mortgages Trust upon the satisfaction of the following conditions precedent:

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