Supplemental Closing. (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Article V hereof (which are applicable to the Supplemental Closing as set forth therein), the Supplemental Closing shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., New York City time, on the 15th Business Day following the consummation of the Rights Offering, or at such other time and place as the parties may agree (the date on which the Supplemental Closing occurs, the "Supplemental Closing Date").
Supplemental Closing. If XIST Ltd. or another Dun & --------------------- Bradstreet affiliate ("Dun & Bradstreet Affiliate") does not purchase the Securities listed on Schedule A opposite the name "Dun & Bradstreet Affiliate" (the "Supplemental Securities") by noon Eastern Time on the Closing Date, then Vanguard Atlantic Ltd. and Warburg, Xxxxxx Capital Company,
Supplemental Closing. If Dun & Bradstreet Divestiture, Inc. -------------------- ("DBDI") does not purchase the Preferred Shares listed on Schedule A hereto opposite its name by noon Eastern Time on the Closing Date, then DBDI may purchase, at the Purchase Price specified on Schedule A, such Preferred Shares no later than noon Eastern Time on September 7, 1993 (the "Supplemental Closing"), and any such shares purchased at the Supplemental Closing will be Preferred Shares for all purposes under this Agreement.
Supplemental Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 3.3, 3.4 and 3.5, the closing of any Performance Purchase or purchase pursuant to Section 2.2(b) (in each case, a “Supplemental Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx, LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m. California Time, on April 15, 2011 in the case of the Performance Purchase and 15 business days after the end of the Commitment Period in the case of the purchase pursuant to Section 2.2(b), or at such other time and place as the Company and Investor mutually agree upon, whether orally or in writing (which date is designated as the “Supplemental Closing Date”).
Supplemental Closing. Subject to the terms and conditions of this Agreement, a closing of the transfer of the Supplemental Intellectual Property to Maverick (the “Supplemental Closing”) shall be held at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx on the Series B Closing Date, contemporaneously with the Series B Closing, or such different location or later date as the Parties agree upon in writing. At the Supplemental Closing:
Supplemental Closing. During the seven (7) business day period commencing on the 435th day following the Initial Closing Date, NetCalendar shall make the following determinations: (a) the average per share selling price (the "Average Selling Price") of all Purchase Price Shares, if any, sold by NetCalendar during the 15-month period beginning upon the Initial Closing Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of Purchase Price Shares, if any, which NetCalendar offered for sale at any time pursuant to the provisions of Section 5.2 hereof, but was not able to sell due to lack of a buyer during the applicable period (the "Unsold Purchase Price Shares"). NetCalendar shall provide to PopMail written notice of each such determination in reasonable detail, which notice shall include a certificate containing any Unsold Purchase Price Shares (the "Lookback Notice"). If the Average Selling Price of Purchase Price Shares sold by NetCalendar during such period is less than the Initial Closing Share Price of such shares, NetCalendar shall have the right to receive additional cash or, at PopMail's option, shares of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to the amount by which the Initial Closing Share Price exceeds the Average Selling Price, multiplied by the number of Purchase Price Shares sold by NetCalendar during such 15-month period (such amount constituting the "Supplemental Purchase Price"). In addition to the Supplemental Purchase Price, to the extent NetCalendar has returned any Unsold Purchase Price Shares with the Lookback Notice, NetCalendar shall have the right to receive, in exchange therefor, such number of NetCalendar Shares as provided below. On the 10th business day following the date of the Lookback Notice delivered in accordance herewith(the "Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either cash or one or more certificates executed by duly authorized officers of PopMail representing Supplemental Purchase Price Shares equal in value to the Supplemental Purchase Price, and (b) such number of Shares as shall have been purchased by PopMail with the Unsold Purchase Price Shares as of the Initial Closing Date. For purposes of this Section 1.4, the value of the Supplemental Purchase Price Shares shall be equal to the average closing share price of PopMail common stock for the ten consecutive trading days preceding the second business day prior to the Supplemental Closing Date. In the e...
Supplemental Closing. (a) As soon as reasonably practicable following the Closing Date, and in no event more than thirty Business Days thereafter, Buyer and the Company shall prepare and deliver to Seller schedules calculating the amount of the Book Value Adjustment and setting forth such calculations (including calculation of the Net Book Value) in reasonable detail (collectively, the "Closing Price Documents"). The parties shall consult with one another and cooperate in the preparation and review of the Closing Price Documents in accordance with this Section 2.2, including, without limitation, providing access to such working papers and information relating to the preparation thereof as reasonably requested by the other party.
Supplemental Closing. To reflect the agreement of Buyer to permit Guarantor to consummate the "Supplemental Closing" under (and as defined in) the Cap Z Agreement by September 30, 1999 instead of by June 30, 1999, effective as of the First Amendment Effective Date (as defined in Paragraph 6 below), subparagraph 13(q) of the Repo Agreement is hereby amended to replace the date "June 30, 1999" referenced therein with the date "September 30, 1999" and to add after such date the following phrase: "or the Guarantor shall not have otherwise issued at least $25,000,000.00 in additional equity capital on or before September 30, 1999 to an investor or investors acceptable to the Buyer".
Supplemental Closing. (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Article V hereof (which are applicable to the Supplemental Closing as set forth therein), the Supplemental Closing shall take place at the offices of Willxxx Xxxx & Xallxxxxx, 007 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 a.m.,
Supplemental Closing. Section 3.2.4(e)..................21
