Common use of The Closing; Deliveries Clause in Contracts

The Closing; Deliveries. (a) The closing of the purchase and sale of the Shares hereunder (the "Closing") shall take place at the offices of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 a.m. as promptly as practicable following the satisfaction or waiver of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than twenty days after the date hereof and no later than the Termination Date (as defined below), or at such other place, time and/or date as shall be mutually agreed by Ciba, the Sellers and the Purchasers (the date of the Closing, the "Closing Date"). (b) At the Closing, each Seller shall deliver to each Purchaser one or more certificates representing the Shares being sold by such Seller to such Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal to the number of Shares being purchased by such Purchaser hereunder. Delivery of such certificates shall be made against receipt by such Seller of the portion of the Purchase Price payable therefor to such Seller. The cash portion of the Purchase Price shall be paid by wire transfer to an account or accounts designated by the Sellers at least three business days prior to the Closing Date. (c) The Sellers shall be responsible for and shall pay any sales, use, transfer, documentary or other similar taxes that relate to the purchase and sale of the Shares hereunder.

The Closing; Deliveries. (a) The closing of the purchase and sale of the Shares hereunder Initial Purchase (the "Initial Closing") and the closing of the Second Purchase (the "Second Closing", and together with the Initial Closing, individually, a "Closing" and collectively, the "Closings") shall take place at the offices of Fried, Frank, Harris, Xxxxxxx Shriver & XxxxxxxxJacobson, Xxx Xxx Xxxx XxxxxOne New York Plaza, Xxx XxxxNew York, Xxx Xxxx 00000 New York 10004 at 9:00 a.m. as promptly as practicable following the satisfaction 0:00 x.m. xx xxx foxxxx xxxxxxxx xxx xxxxxxxxx xxx xxxxxxxxxxxx or waiver of the conditions to each such Closing set forth in Article V (other than those conditions that by their nature are to be satisfied at the such Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than twenty days after the date hereof and no later than the Termination Date (as defined below), ) or at on such other place, time and/or date as shall be mutually agreed by Ciba, the Sellers Company and the Purchasers Purchaser (the date of the such Closing, the a "Closing Date"). (b) At each Closing, the Company shall deliver to the Purchaser certificates representing the shares of Preferred Stock and the Warrants being purchased by the Purchaser at such Closing, each Seller registered in the name of the Purchaser or its nominee or designee in such amounts as Purchaser shall deliver to each Purchaser one or more certificates representing inform the Shares being sold by such Seller Company prior to such Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal to the number of Shares being purchased by such Purchaser hereunderClosing. Delivery of such certificates shall be made against receipt by such Seller the Company of the portion of the Purchase Price payable therefor to in connection with such Seller. The cash portion of the Purchase Price Closing, which shall be paid by wire transfer of immediately available funds to an account or accounts designated by the Sellers at least three business days prior to the applicable Closing Date. (c) Date by the Company. The Sellers Warrants shall be responsible for and shall pay any sales, use, transfer, documentary or other similar taxes that relate to in the purchase and sale forms of the Shares hereunderExhibit 1.2(b).

The Closing; Deliveries. (a) The closing of the purchase and sale of subscription for the New Company Shares hereunder and the other transactions contemplated hereby (the "Closing") shall take place at the offices of FriedXxxxxx & Xxxxxxx, Frank000 Xxxxx Xxxxxx, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx XxxxxXxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000, U.S.A., at 9:00 a.m. as promptly as practicable a date (the "Closing Date") and time to be mutually agreed by the Company and the Investors, which shall be no more than five days after the date following the satisfaction or waiver (by the party entitled thereunder to waive any such condition) of all of the conditions set forth in Article V VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than twenty days after the date hereof and no later than the Termination Date (as defined below), or at such other place, time and/or date as shall be mutually agreed by Ciba, the Sellers and the Purchasers (the date of the Closing, the "Closing Date"). (b) At the Closing, each Seller the Company shall cause New GX to deliver to each Purchaser one or more share certificates to: (i) ST Telemedia representing the Shares being sold by such Seller to such Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal to the number of New Company Shares being purchased by ST Telemedia, each registered in the name of ST Telemedia or its nominee or designee as ST Telemedia shall specify to the Company prior to the Closing in accordance with and subject to the conditions contained in Section 8.3; (ii) Xxxxxxxxx representing the New Company Shares being purchased by Xxxxxxxxx registered in the name of Xxxxxxxxx or its nominee or designee as Xxxxxxxxx shall specify to the Company prior to the Closing in accordance with and subject to the conditions contained in Section 8.3; and (iii) the pre-Petition Date creditors of the Debtors representing the New Company Shares being issued, pursuant to, and to be allocated in accordance with, the Bankruptcy Plan and the Schemes of Arrangement, to the pre-Petition Date creditors of the Debtors pursuant to the Restructuring, each registered in the name of the applicable pre-Petition Date creditor or the nominee or designee as such Purchaser hereunderpre-Petition Date creditor shall specify to the Company prior to the Closing. Delivery of such certificates to each Investor and the pre-Petition Date creditors of the Debtors shall be made against receipt by such Seller of the portion New GX of the Purchase Price payable therefor to such Seller. The cash portion of the Purchase Price by each Investor, which shall be paid by wire transfer of immediately available funds to an account or accounts designated by the Sellers at least three business days Business Days prior to the Closing DateDate by the Company. (c) The Sellers At the Closing, the Company shall distribute, pursuant to, and to be responsible for allocated in accordance with, the Bankruptcy Plan and shall pay any salesthe Schemes of Arrangement, use, transfer, documentary or other similar taxes that relate to the purchase and sale pre-Petition Date creditors of the Shares hereunderDebtors cash in the amount and in accordance with the provisions set forth on Exhibit A. (d) At the Closing, the Company shall cause New GX to distribute new debt securities to the pre-Petition Date creditors of the Debtors in the amount and with the terms and conditions set forth on Exhibit A-3. (e) At the Closing, and in accordance with the Bankruptcy Plan and the Schemes of Arrangement, New GX shall execute and deliver to the Investors the Registration Rights Agreement.

The Closing; Deliveries. (a) The closing of the purchase and sale of the Shares hereunder (the "Closing") shall take place at the offices of Fried, Frank, Harris, Xxxxxxx Shriver & XxxxxxxxJacobson, Xxx Xxx Xxxx XxxxxOne New York Plaza, Xxx XxxxNew York, Xxx Xxxx 00000 at 9:00 a.m. as promptly as practicable following the satisfaction New York 10004 xx 0:00 a.x. xx xxomxxxx xx xxxxxxxxxxx xxxxxxxxx xxx xxxxxxxxxxon or waiver of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than twenty days after the date hereof and no later than the Termination Date (as defined below), or at such other place, time and/or date as shall be mutually agreed by Ciba, the Sellers and the Purchasers (the date of the Closing, the "Closing Date"). (b) At the Closing, each Seller shall deliver to each Purchaser one or more certificates representing the Shares being sold by such Seller to such Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal to the number of Shares being purchased by such Purchaser hereunder. Delivery of such certificates shall be made against receipt by such Seller of the portion of the Purchase Price payable therefor to such Seller. The cash portion of the Purchase Price shall be paid by wire transfer to an account or accounts designated by the Sellers at least three business days prior to the Closing Date. (c) The Sellers shall be responsible for and shall pay any sales, use, transfer, documentary or other similar taxes that relate to the purchase and sale of the Shares hereunder.

The Closing; Deliveries. (a) The closing of the purchase and sale of the New Common Shares hereunder and the other transactions contemplated hereby (the "Closing") shall take place at the offices of Fried, Frank, Harris, Xxxxxxx Shriver & XxxxxxxxJacobson, Xxx Xxx Xxxx XxxxxOne New York Plaza, Xxx New York, New York 10004, xx x datx (xxx "Clxxxxx Xxxx") xxx xxxx xx xx xxxxxxxx xxxxxx upon by the Company and the Investors, Xxx Xxxx 00000 which shall be at 9:00 a.m. as promptly as practicable least three (3) but no more than thirty (30) days after the date following the satisfaction or waiver by each Investor or the Company, as appropriate, of all of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions); provided, but no earlier than twenty days after however, that in the date hereof and no later than event the Termination parties are not able mutually to agree on a Closing Date (as defined below)in accordance with the immediately preceding clause, or at such other place, time and/or date as the parties agree that the Closing Date shall be mutually agreed on the thirtieth (30th) day following the satisfaction or waiver of all of the conditions set forth in Article V (other than those conditions that by Ciba, the Sellers and the Purchasers (the date of their nature are to be satisfied at the Closing, but subject to the "Closing Date"satisfaction or waiver of those conditions). (b) At the Closing, each Seller the Company shall deliver certificates to each Purchaser one or more certificates (i) Equity VII and MBO VIII representing the Shares being sold by such Seller to such Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal to the number of New Forstmann Little Shares being purchased by Equity VII and MBO VIII, respectively, each registered in the name of Equity VII or its nominee or designee or MBO VIII or its nominee or designee in such Purchaser hereunderamounts as Equity VII or MBO VIII shall specify to the Company prior to the Closing and (ii) Telmex representing the New Telmex Shares being purchased by Telmex and registered in the name of Telmex or its nominee or designee in such amounts as Telmex shall specify to the Company prior to the Closing. Delivery of such certificates to each Investor shall be made against receipt by such Seller the Company of the portion of the Purchase Price payable therefor to by such Seller. The cash portion of the Purchase Price Investor, which shall be paid by wire transfer of immediately available funds to an account or accounts designated by the Sellers at least three business days Business Days prior to the Closing DateDate by the Company. (c) The Sellers shall be responsible for and shall pay any sales, use, transfer, documentary or other similar taxes that relate to the purchase and sale of the Shares hereunder.

The Closing; Deliveries. (a) The closing of the purchase and sale of the Preferred Shares hereunder (the "Closing") shall take place at the offices of Fried, Frank, Harris, Xxxxxxx Shriver & XxxxxxxxJacobson, Xxx Xxx Xxxx XxxxxOne New York Plaza, Xxx XxxxNew York, Xxx Xxxx 00000 at New York 10000 xx 9:00 a.m. as promptly as practicable following the satisfaction x.x. xn xxx xxxxx xxxxxxxx xxx xxxxxxxxx xxx xxxxxxxction or waiver of the conditions set forth in Article V V, but no earlier than January 18, 2000 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than twenty days after the date hereof and no later than the Termination Date (as defined below), ) or at such other place, time and/or date as shall be mutually agreed by Ciba, the Sellers Company and the Purchasers (the date of the Closing, the "Closing Date"). (b) At the Closing, each Seller the Company shall deliver to each Purchaser one or more certificates representing the Shares being sold by such Seller to such Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal to the number of Preferred Shares being purchased by such Purchaser, each registered in the name of such Purchaser hereunderor its nominee or designee in such amounts as such Purchaser shall specify to the Company prior to the Closing. Delivery of such certificates shall be made against receipt by such Seller the Company of the portion of the Purchase Price payable therefor to such Seller. The cash portion of the Purchase Price therefor, which shall be paid by wire transfer to an account or accounts designated by the Sellers at least three business days prior to the Closing Date. (c) The Sellers shall be responsible for and Date by the Company. At the Closing, the Company shall pay any sales, use, transfer, documentary or other similar taxes that relate to the purchase and sale Purchaser of the Shares hereunderSeries C Preferred Stock a special dividend in the amount set forth on the signature page hereto under the caption "Amount of Closing Dividend."

The Closing; Deliveries. (a) The closing of the purchase and sale of the Sale Shares hereunder (the "“Closing"”) shall take place at the offices of FriedSkadden, FrankArps, HarrisSlate, Xxxxxxx & XxxxxxxxXxxx XXX, Xxx Xxx 00/X, Xxxxxxxxx Tower, The Landmark, 00 Xxxxx’x Xxxx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 a.m. as promptly as practicable Xxxx within three (3) Business Days following the satisfaction or waiver date on which each of the conditions set forth in Article V (other than those conditions that by their nature are to be VI is satisfied or duly waived at the Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than twenty days after the date hereof and no later than the Termination Date (as defined below), Closing or at such other place, time and/or date as shall be mutually agreed by Ciba, the Sellers Seller and the Purchasers Purchaser (the date of the Closing, the "“Closing Date"”). (ba) At the Closing, each the Purchaser shall pay, or cause to be paid by Melodious International Investments Group Limited or other third party(s) as designated by the Purchaser, 50% of the Purchase Price (equaling US$8,500,000) to the Seller’s bank account, the details of which shall be provided by the Seller to the Purchaser at least three (3) Business Days prior to the Closing Date. Delivery of such 50% of the Purchase Price shall deliver to each be made against receipt by the Purchaser of one or more certificates representing the Sale Shares being sold by such Seller to such and the certified true copy of the register of members or shareholders of the Company evidencing that the Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal is a holder of the Sale Shares delivered to the number Purchaser in accordance with the terms of Shares being purchased by such Purchaser hereunderthis Agreement. Delivery For the avoidance of such certificates shall be made against receipt by such Seller of doubt, the portion of the Purchase Price payable therefor to such Seller. The cash unpaid portion of the Purchase Price shall be paid by wire transfer to an account or accounts designated by the Sellers at least three business days prior to Seller no later than six (6) months after the Closing Date. (cb) The Sellers Seller shall be responsible for and shall pay any sales, use, transfer, documentary or other similar taxes that relate to the purchase and sale of the Sale Shares hereunder.

The Closing; Deliveries. (a) The closing of the purchase and sale of the Shares hereunder (the "Closing") shall take place at the offices of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 a.m. as promptly as practicable following the satisfaction or waiver of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), but no earlier than twenty days after the date hereof and no later than the Termination Date (as defined below), or at such other place, time and/or date as shall be mutually agreed by Ciba, the Sellers and the Purchasers (the date of At the Closing, the "parties shall deliver, or cause to be delivered, each of the following: (a) Purchaser shall deliver to Seller the Closing Date").Cash Consideration, by wire transfer of immediately available funds pursuant to wire instructions provided in writing by Seller to Purchaser not less than three (3) Business Days prior to the Closing; (b) At the Closing, each Seller shall deliver have delivered to each Purchaser one invoices for the Transaction Expenses payable at or more certificates representing the Shares being sold by such Seller to such Purchaser duly endorsed for transfer in blank or accompanied by stock powers duly endorsed in blank, with any required stock transfer stamps attached, in an aggregate amount equal prior to the number of Shares being purchased by such Purchaser hereunder. Delivery of such certificates shall be made against receipt by such Seller of Closing and wire instructions for the portion of the Purchase Price payable therefor to such Seller. The cash portion of the Purchase Price shall be paid by wire transfer to an account or accounts designated by the Sellers recipients thereof at least three business days (3) Business Days prior to the Closing Date., and Purchaser shall pay, or cause to be paid, on behalf of Seller and the Company (as applicable), such Transaction Expenses by wire transfer of immediately available funds in accordance with such invoices and wire instructions; (c) The Sellers Seller shall deliver to Purchaser and Parent, as applicable, the stock certificates and stock powers representing the Transferred Shares and Exchanged Shares, duly endorsed over to each of Purchaser and Parent, as applicable; (d) Purchaser and Seller shall deliver duly executed copies of the Escrow Agreement; (e) Purchaser shall deliver, or cause to be responsible for delivered, executed copies of the Exchange Agreement and the limited liability company agreement of Parent, delivered by each party thereto other than Seller; (f) Seller shall pay any sales, use, transfer, documentary or other similar taxes that relate deliver its counterpart signature pages to the purchase Exchange Agreement and sale the limited liability company agreement of Parent; (g) Seller shall deliver to Purchaser a duly executed IRS Form W-9; (h) Seller shall cause to be delivered to Purchaser such resignations of the Shares hereunderdirectors and officers of the Company as Purchaser may require, in a form acceptable to Purchaser and Seller; (i) Seller shall have delivered to Purchaser the payoff letters (the “Payoff Letters”) with respect to the Funded Indebtedness executed by the lenders thereof at least three (3) Business Days prior to the Closing Date, which Payoff Letters (i) set forth the amount required to be paid to satisfy in full all of such Funded Indebtedness, and (ii) provide for, upon receipt of such amount, authority to release of all collateral and Liens in respect of the applicable Funded Indebtedness; (j) Seller shall deliver to Purchaser certified copies of resolutions duly adopted by the Company’s board of directors, authorizing the execution, delivery and performance by the Company of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (k) Seller shall deliver to Purchaser certified copies of resolutions duly adopted by the Seller’s sole Manager, authorizing the execution, delivery and performance by Seller of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (l) Seller shall deliver to Purchaser duly executed copies of the consents set forth on Schedule 2.02(l) in form and substance reasonably acceptable to Purchaser; (m) Seller shall deliver a certificate signed by an officer of the Company certifying correct and complete copies of the Company’s certificate of incorporation and bylaws (the “Organizational Documents”); (n) Seller shall deliver to Purchaser a certificate of good standing issued by the Secretary of State of the jurisdiction in which the Company is organized and each jurisdiction where the Company is qualified to do business stating that the Company, as applicable, is in good standing in such jurisdiction, dated no earlier than ten (10) Business Days prior to the Closing Date; (o) Seller shall deliver to Purchaser duly executed SAR Payment, Termination and Release Agreements terminating all obligations and other Liabilities of the Company under each of the Contracts set forth on Schedule 2.02(l) (collectively, the “SAR Obligations”) representing all Company Stock Appreciation Rights Agreements, duly executed by the Company and each grantee party thereto; (p) Seller and Purchaser shall cause to be delivered continuing employment offer letters, duly executed by the Company each of Xxxx Xxxxx and Xxxxxx Xxxxxxx; (q) Seller shall deliver to Purchaser duly executed copies evidencing the terminations of that certain (i) Management Consulting Services Agreement, dated as of February 16, 2021, by and between KODA Enterprises Group, LLC and the Company, as amended by that certain Amendment to Management Consulting Services Agreement, dated as of May 10, 2021, as amended, and (ii) Consulting Agreement, dated as of January 1, 2018, by and between Xxxxx X. Xxxxx and the Company, as amended; (r) Seller shall deliver to Purchaser a duly executed termination of engagement letter and release agreement by and between the Company and Xxxxxx Xxxxxxxx & Company; and (s) Purchaser shall have delivered to Seller a copy of the binder for the R&W Policy.