Stock Purchase Closing. All conditions to the Stock Purchase set forth in Article VII of the Stock Purchase Agreement (other than the condition requiring the consummation of the Merger) shall have been satisfied or waived (to the extent permitted by applicable law) and shall be in full force and effect and the closing of the Stock Purchase shall occur substantially concurrently with the Closing.
Stock Purchase Closing. (a) The closing of the Stock Purchase (the “Closing”) shall be at the offices of Xxxxxxx, Xxxxxx & Xxxx, P.C., Birmingham, Alabama, or such other place as may be mutually agreed upon by the Parties. Subject to the terms and conditions of this Agreement, unless otherwise mutually agreed upon in writing by the Parties, the Closing will take place at 9:00 a.m. Central Time on the last Business Day of the month in which the closing conditions set forth in Article VIII (other than those conditions that are to be satisfied at the Closing) have been satisfied (or waived pursuant to Section 11.03 of this Agreement). The Parties may conduct the Closing remotely via the exchange of documents and signatures by facsimile, electronic mail or other means of electronic transmission. The date of such Closing is referred to herein as the “Closing Date.”
(b) At the Closing, in addition to such other actions as may be provided for herein:
(i) the Shareholder Representative shall deliver to Parent the relevant stock certificates representing the Purchased Shares, along with duly executed stock powers in respect of the Purchased Shares, in form and substance satisfactory to Parent;
(ii) Parent, the Shareholder Representative and the Escrow Agent shall enter into and deliver the Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), in accordance with the escrow arrangements described in Section 2.05;
(iii) Parent shall pay, or cause to be paid, an amount equal to the Transaction Cash, as determined in accordance with Section 2.03(a), pursuant to the wire transfer instructions provided by the Shareholder Representative to Parent in writing at least two (2) Business Days prior to the Closing Date;
(iv) Parent shall deposit, or cause to be deposited, the Purchase Price Escrow Funds into the Purchase Price Escrow Account in accordance with Section 2.05;
(v) Parent shall issue to each of the Transaction Shareholders, in accordance with Section 2.06, a Parent stock certificate representing such Transaction Shareholder’s pro rata portion of the Transaction Shares (collectively, the “Parent Stock Certificates”), which Parent Stock Certificates shall be immediately deposited into the Indemnity Escrow Account, along with appropriate blank stock powers in respect of the Transaction Shares, in accordance with Section 2.05 and the Escrow Agreement;
(vi) the Shareholder Representative shall deliver to Parent the certificates required to be provided by the TPB Pa...
Stock Purchase Closing. The closing of the Stock Purchase (the “Stock Purchase Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 X. Xxxxxxxx Drive, Chicago, Illinois, commencing at 10:00 a.m. on the second business day immediately following the satisfaction or waiver of all of the conditions set forth in SECTION 9.01 hereof (other than those that by their nature are to be satisfied at the Stock Purchase Closing, but subject to the satisfaction or waiver thereof), or at such other place and/or on such other date as the Company and Buyer agree to in writing. The date on which the Stock Purchase Closing is consummated is referred to herein as the “Stock Purchase Closing Date.”
Stock Purchase Closing. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the sale and purchase (the "Stock Purchase Closing") shall take place at 10:00 a.m. on a date (the "Stock Purchase Closing Date") which shall be the second Business Day after satisfaction or waiver of the conditions set forth in Article VII, other than those conditions that by their nature are to be satisfied at the Stock Purchase Closing, but subject to the fulfillment or waiver of those conditions, at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other time, date or place as agreed to in writing by the parties hereto. Stockholder and Purchaser agree to use their commercially reasonable efforts to consummate the purchase and sale of the Shares as contemplated herein on the second Business Day after the Merger Closing Date.
Stock Purchase Closing. In the event that the transaction as provided for in the SPA does not close, this Agreement shall be null and void and have no force and effect.
Stock Purchase Closing. 6 Section 2.01 Stock Purchase and Closing .................................... 6
Stock Purchase Closing. The Stock Purchase Closing shall take place (a) at the offices of Robixxxx & Xole, Xxrtford, Connecticut, at 9:00 a.m., local time, on the fifth business day after the fulfillment or waiver of the conditions set forth in Section 8.1 or (b) at such other place and time or on such other date as Holdings and Purchaser may agree.
Stock Purchase Closing. The Stock Purchase Closing shall have occurred.
Stock Purchase Closing. 2.1 Purchase and Sale of the Stock; Distribution of Certain Assets Prior to Closing
2.2 Purchase Price and Payment.
2.3 Payment of Purchase Price
2.4 Closing Adjustment to Purchase Price; Post Closing Adjustment to Purchase Price 2.5 Excluded Liabilities 2.6 Completion of Purchase and Sale.
Stock Purchase Closing. (a) The closing of the Purchase of the Purchased Stock, (the "Purchase Closing") will take place at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York City time on December 5, 1997 (the "Stock Purchase Closing Date").
(b) At the Purchase Closing, Acquisition will deliver to the Company the following:
(i) Evidence of a wire transfer to an account specified by the Company at least 24 hours before the Purchase Closing of $15,000,000.
(ii) A letter in which Acquisition acknowledges that it will be acquiring the Purchased Common Stock for investment, and not with a view to its resale or distribution.
(iii) A copy, executed by Supercanal, of a Programming Purchase Agreement (the "Programming Agreement") substantially in the form of Exhibit 1.3-B(4).
(c) At the Purchase Closing, the Company will deliver to Acquisition the following:
(i) Certificates, registered in the name of Acquisition (or, at Acquisition's election, registered in the name of Supercanal or another wholly owned subsidiary of Supercanal which agrees to be bound by Paragraphs 3.1 and 3.10) representing all the Purchased Common Stock.
(ii) Evidence that the actions described in Paragraph 7.6 have been taken and that the persons designated by Acquisition have been elected to serve as directors of Acquisition from and after the Purchase Closing.
(iii) A copy, executed by the Company, of the Programming Agreement.
(iv) A document, executed by the Company, stating that the Deposit has been applied to pay a portion of the purchase price for the Purchased Common Stock, and that the purchase price of the Purchased Common Stock has been paid in full.
(v) A copy, executed by the Company, of a Registration Agreement (the "Registration Agreement") substantially in the form of Exhibit 1.3-C(5).
(d) The certificates representing the Purchased Common Stock may bear legends to the effect that the shares represented by those certificates have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred other than in transactions registered under that Act or which are exempt from the registration requirements of that Act.
