Subscription Closing Sample Clauses

Subscription Closing. The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date. Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Closing Date, the Issuer shall deliver to Buyer (1) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer as the owner of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyer, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to ...

Subscription Closing. The consummation of the transactions contemplated hereby (including the Subscription Closing) shall take place on the Closing Date immediately following the Effective Time.

Subscription Closing. Subject to the satisfaction or waiver of the conditions to the Subscription set forth in Section 1.3, the closing of the Subscription (the “Subscription Closing”) will take place immediately after Purchaser’s acceptance of the shares of Common Stock tendered pursuant to the Offer at the offices of Kxxxxxxxxx Txxxxxxx & Sxxxxxxx LLP, 1000 Xxxxxxxxx Xxxxxx XX, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000-0000. At the Subscription Closing, the Investor will deliver or cause to be delivered to Parent a counterpart signature page to the Amended and Restated Limited Partnership Agreement of Parent, in substantially the form attached hereto as Exhibit A (the “Limited Partnership Agreement”). Upon receipt of the foregoing deliveries by Parent, and effective as of the Subscription Closing, the Investor will be admitted as a limited partner of Parent. The rights, privileges and preferences of the Purchased Units issued to the Investor shall be as set forth in the Limited Partnership Agreement. The date upon which the Subscription Closing occurs is the “Subscription Closing Date”.

Subscription Closing. (a) Subject to: (i) the satisfaction (or waiver in writing by the Purchaser) of the conditions set out in clause 2.2 as at the Closing Date (but so that all references in such conditions to “the Notice Date” shall for the purposes of this clause 4.4 be treated as referring to “the Closing Date”); (ii) the subscription and payment for the Ordinary Shares pursuant to the relevant Closing Notice and Listing of such Ordinary Shares not being prohibited or enjoined (temporarily or permanently) by any applicable law or governmental or other regulation including the Listing Rules (other than by reason of the Purchaser’s breach of its representations, warranties and/or undertakings in this Agreement); and (iii) no change having become effective between the date of this Agreement and each Closing Date, in any law or regulation (whether governmental or otherwise) which would adversely affect in any material aspect the holding or disposal of Ordinary Shares by the Purchaser or the Purchaser’s rights in respect thereof: (b) on the first Trading Day following the applicable Pricing Period or, if the Settlement System is not in operation on that day, the next Trading Day on which the Settlement System is in operation (each, a Closing Date): (i) the Purchaser shall apply to the Company to subscribe for the number of Ordinary Shares set out in the relevant Closing Notice and shall remit by wire transfer to an account or to accounts designated by the Company an amount equal to the product of (A) such number of Ordinary Shares and (B) the applicable Subscription Price; the Parties acknowledge and agree that this payment will be made as an advance payment by the Purchaser of the aggregate Subscription Price for the Ordinary Shares to be issued pursuant to the relevant Closing Notice and the Company will apply the relevant sum in full (without deduction) towards the fulfilment of the Purchaser’s obligation to pay the Subscription Price applicable to the Ordinary Shares; and (ii) the Company shall acknowledge in writing to the Purchaser that it has received an application from the Purchaser to subscribe for the relevant number of Ordinary Shares and an amount equal to the aggregate Subscription Price for such Ordinary Shares, and shall send a copy of such acknowledgment to the Share Providers.

Subscription Closing. 4.1 The Subscription Closing shall take place on the Subscription Closing Date at the offices of the Company or at such other place, date and time as the Investors, XXX and the Company may agree. 4.2 On or within 30 days after the Subscription Closing Date (or such other date as the Investors, XXX and the Company may agree), each of the Founder and XXX shall procure that written resolutions of the Directors and Shareholders for approving the following matters, subject only to the receipt by the Company: (i) from Cisco of the Cisco Subscription Price and from Macromedia of the Macromedia Subscription Price; (ii) from Cisco of a written confirmation that CSI Mauritius has applied for its registration as a foreign venture capital investor with the Securities and Exchange Board of India in accordance with applicable laws, rules and regulations; and (iii) a Deed of Adherence duly executed by CSI Mauritius (whereupon, for the avoidance of doubt, references to “Cisco” and “Investor(s)” in this Agreement shall, where appropriate, be construed as references to “CSI Mauritius”), are passed: (a) CSI Mauritius be allotted and issued the Cisco Subscription Shares; (b) Macromedia be allotted and issued the Macromedia Subscription Shares; and (c) the names of CSI Mauritius and Macromedia be entered in the register of members as holders of the Cisco Subscription Shares and the Macromedia Subscription Shares, respectively, and the relevant certificate(s) therefor be issued to the Investors accordingly. 4.3 On the Subscription Closing Date, each of the Original Shareholders and XXX shall procure that written resolutions of the Shareholders for amending and adopting, with effect from the Subscription Closing Date, the Articles of Association to reflecting the matters set out in this Agreement are passed. 4.4 The Company shall, subject to Clause 4.5, deliver or caused to be delivered to each Investor on the Subscription Closing Date: (a) a confirmation signed on behalf of the Company by a Director confirming that as at the Subscription Closing Date: (i) to the best of the knowledge and belief of the Company, no event that has not been previously disclosed to the Investors in writing has occurred which would render any of the Company Warranties untrue or inaccurate in any material respect (or, for those Company Warranties that are already qualified by materiality, in any respect); (ii) to the best of the knowledge and belief of the Company, there has been no material adverse c...

Subscription Closing. (a) The closing of the Subscription (the “Subscription Closing”) is intended to occur on the same day as, but immediately prior to, the Closing. On the date on which the Subscription Closing occurs (the “Subscription Closing Date”), Subscriber shall deliver to the Issuer the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in writing. On the Subscription Closing Date, the Issuer shall deliver to Subscriber (i) the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or such nominee or custodian) as the owner of the Acquired Shares on and as of the Subscription Closing Date. In the event the Closing fails to occur on or prior to the date that is ten (10) business days after the date hereof, the Issuer shall promptly (and in no event later than the eleventh (11th) business day after the date hereof) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book-entries shall be deemed cancelled; provided, that the return of the funds shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Acquired Shares at the Subscription Closing). (b) The Subscription Closing shall be subject to the conditions that, on the Subscription Closing Date: (i) no suspension by Nasdaq of the qualification of the Acquired Shares for offering or sale or trading in the United States, or initiation or threatening of any proceedings for any of such purposes, shall have occurred and no objection by Nasdaq to the consummation of the transactions contemplated by this Subscription Agreement shall have been raised; (ii) the agreements relating to the Transaction designated as such by agreement of the parties (together with this Subscription Agreement, the “Transaction Agreements”) shall have been duly executed and delivered and such agreements shall be in full force and effect; (iii) solely with respect to Subscriber’s ...

Subscription Closing. Subject to the conditions set forth herein, the sale, issuance and delivery of the Purchased Shares referred to in Section 1.1 (the “Subscription Closing”) shall take place remotely by electronic exchange of closing deliveries, concurrently with, and contingent upon, the Closing (as such term is defined in an underwriting agreement between the Company and the underwriters substantially in the form attached hereto as Exhibit A) (the “Underwriting Agreement”). Such date on which the Subscription Closing takes place is herein referred to as the “Subscription Closing Date”.

Subscription Closing. (a) The closing of the Subscription Transaction (the “Subscription Closing”) shall occur at the offices of Dxxxx & Gxxxxxx LLP, 1740 Broadway, New York, New York, or at other place as the Parties may agree, on or before the fifth Business Day following the date on which the Company has sent to the Buyer the Subscription Notice, or at such other time as the Parties may agree in writing (the “Subscription Closing Date”), which Subscription Closing shall occur no later than January 31, 2013. (b) In the event that all of the conditions set forth in Section 2.2.1 have been satisfied on or before the Subscription Closing Date and the Company has provided to Buyer the wire instructions required under Section 2.4(a), if within thirty (30) days following the Subscription Closing Date the Buyer has failed to take the actions and make the deliveries required to be taken or made by it under Section 2.4, then the Company may terminate any and all obligations under this Section 2 by giving written notice of such termination to the Buyer. If the obligations set forth in this Section 2 are terminated pursuant to the preceding sentence, no Party, nor any of its Affiliates, and none of their respective officers, directors, agents or Representatives shall thereafter have any Liability hereunder, except that such termination shall not relieve any Party from Liability for intentional breach or Fraud, prior to such termination, of any representation or warranty, covenant or agreement contained herein.

Subscription Closing. ‌ Subject to: (a) the satisfaction (or waiver in writing by the Investor) of the conditions set out in clause 2.2 as at the Subscription Day; (b) the subscription and payment for the Common Shares pursuant to the relevant fully completed and duly executed Draw Down Notice and the Listing of such Common Shares not being prohibited or enjoined (temporarily or permanently) by any applicable law or governmental or other regulation including the Listing Rules (other than by reason of the Investor's breach of its representations, warranties and/or undertakings in this Agreement); and (c) no change having become effective between the date of this Agreement and each Closing Date, in any law or regulation (whether governmental or otherwise) which would adversely affect in any material aspect the holding or disposal of Common Shares by the Investor or the Investor's rights in respect thereof: no later than three (3) Business Days following the approval of the Exchange or, if the Settlement System is not in operation on that day, the next Trading Day on which the Settlement System is in operation (each, a "Closing Date"), the Resulting Company shall issue to the Investor the Common Shares subscribed for by the Investor.

Subscription Closing. On the date (the "Subscription Due Date") that the Additional Shares are issued and sold by the Company to the Subscribing Members in accordance with the procedures described in the Capital Call Notice at the offices of the Company, the Company shall issue and deliver to each Subscribing Member a certificate representing the number of Additional Shares which such Subscribing Member subscribed for, if such Class A Units are to be represented by certificates, or a copy of the Schedule I as amended by the Manager to reflect the issuance by the Company of such Additional Shares and such Member shall pay to the Company by a wire transfer of immediately available funds an amount equal to such Additional Shares (including Additional Subscription Shares) multiplied by the NF per Share price. In the event of a default by a Subscribing Member to purchase their Additional Shares (including Additional Subscription Shares) on the Subscription Due Date (the "Defaulted Shares"), then each Member that is a Subscribing Member shall have the right to purchase the Defaulted Shares to the extent that such Subscribing Member had a right to purchase Remaining Shares pursuant to Section 14(e), it being acknowledged that the date for the purchase and sale of the Defaulted Shares shall be the Subscription Due Date.