The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. on the second business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof (other than those to be satisfied at the Closing) or at such other location or on such other date as is mutually agreeable to the Buyer and the Sellers. The date and time of the Closing are herein referred to as the “Closing Date.”
Appears in 3 contracts
Samples: Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Daramic, LLC), Stock Purchase Agreement (Polypore International, Inc.)
The Closing. (i) The closing for the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. XX 00000, on the later of (i) February 1, 2005 or (ii) the second business day following full after the satisfaction or due waiver of all of the closing conditions set forth in §7 hereof Article VI (other than those that by their terms are to be satisfied or waived at the Closing) ), or at such other time, date and location or on such other date as is mutually agreeable to the Buyer and the Sellersparties hereto agree in writing. The date and time of on which the Closing are herein occurs is referred to herein as the “Closing Date.”
Appears in 2 contracts
Samples: Stock Purchase Agreement (Science Applications International Corp), Stock Purchase Agreement (Science Applications International Corp)
The Closing. (i) The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx O’Melveny & Xxxxxxxxx Xxxxx LLP, 000 Xxxxxxx 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. 00000 on the second business day following full satisfaction or due waiver of date (the “Closing Date”) (a) five (5) days after all of the closing conditions set forth in §7 hereof Article IX have been satisfied or waived (other than those conditions which by their terms are intended to be satisfied at the Closing) or at such other location or on (b) such other date as is mutually agreeable to the agreed upon by Buyer and the Sellers. The date and time of the Closing are herein referred to as the “Closing Date’ Representative.”
Appears in 2 contracts
Samples: Stock Purchase Agreement (EPL Intermediate, Inc.), Stock Purchase Agreement (El Pollo Loco, Inc.)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLP, Xxxxx LLP (“K&E”) located at 000 Xxxxxxx Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000, at 10:00 a.m. local time on the second business day Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article III hereof (other than those to be satisfied at the ClosingClosing itself, but subject to the satisfaction of such conditions) or at such other location or on such other date as is mutually agreeable to the Buyer Purchaser and the SellersSeller. The date and time of the Closing are herein referred to herein as the “Closing Date”.”
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (DreamWorks Animation SKG, Inc.)
The Closing. (i) The closing of the transactions contemplated by this Agreement purchase of the Purchased Shares (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Debevoise & Xxxxxxxxx Pxxxxxxx LLP, 000 Xxxxxxx 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. local time on the second business day fifth Business Day following full the Closing Condition Satisfaction Date (subject to the satisfaction or due waiver of all of the closing those conditions set forth in §7 hereof (other than those that by their terms are to be satisfied by actions taken at the Closing) ), provided that the parties may agree in writing on another time, date or at such other location or on such other date as is mutually agreeable to place for the Buyer and the SellersClosing. The date and time of on which the Closing are herein actually occurs is referred to hereinafter as the “Closing Date”.”
Appears in 2 contracts
Samples: Investment Agreement (RCS Capital Corp), Investment Agreement (RCS Capital Corp)
The Closing. (i) The Unless otherwise mutually agreed in writing among Purchaser and the Sellers, the closing of the transactions contemplated by this Agreement Transaction (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx Xxxxx LLP, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. Xxxx, xx the date on which the second business day following full satisfaction last to be satisfied or due waiver of all waived of the closing conditions set forth in §7 hereof Article V (other than those conditions that by their nature are to be satisfied at the Closing) or at such other location or on such other date as is mutually agreeable , but subject to the Buyer and the Sellers. The date and time fulfillment or waiver of the Closing are herein referred to as those conditions) shall have been satisfied or waived in accordance with this Agreement (the “Closing Date”).”
Appears in 2 contracts
Samples: Warrant Purchase Agreement, Warrant Purchase Agreement (Pershing Square Capital Management, L.P.)
The Closing. (i) The Unless otherwise mutually agreed in writing among Purchasers and Seller, the closing of the transactions contemplated by this Agreement Transaction (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx XxxxxxSeller, Xxx XxxxXxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx at 10:00 a.m. on the second business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof (other than those to be satisfied at the Closing) Xxxxx 000, Xxxxxxx, XX 00000, or at such other location place or on through such other date means as is mutually agreeable to the Buyer and Parties may agree, on the Sellers. The date and time first Business Day following the satisfaction of the conditions in Article V hereof other than those conditions that, by their terms, are intended to be satisfied only at or after the Closing are herein referred to as (the “Closing Date”).”
Appears in 2 contracts
Samples: Stock Purchase Agreement (Government Properties Income Trust), Stock Purchase Agreement (CommonWealth REIT)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxx Grayxxx, Xxad & Xxxxxxxxx LLPRitcxxx, 000 Xxxxxxx 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxxxxx, Xxxx, Xxx Xxxx at xx 10:00 a.m. a.m., local time, on the second first business day immediately following full satisfaction or due waiver of all the date on which the last of the closing conditions (excluding conditions that by their terms cannot be satisfied until the Closing Date) set forth in §Article 7 hereof (other than those to be is satisfied at the Closing) or waived in accordance herewith, or at such other location or on such other date date, time and place as is mutually agreeable to the Buyer Company and the SellersAcquiror may agree in writing. The date and time of on which the Closing are herein occurs is hereinafter referred to as the “"Closing Date".”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citicasters Inc), Agreement and Plan of Merger (Citicasters Inc)
The Closing. (i) The closing of the transactions contemplated by this Agreement purchase and sale of the Acquired Interests (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Debevoise & Xxxxxxxxx Xxxxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. local time on the second business day fifth Business Day following full the Closing Condition Satisfaction Date (subject to the satisfaction or due waiver of all of the closing those conditions set forth in §7 hereof (other than those that by their terms are to be satisfied by actions taken at the Closing) ), provided that the parties may agree in writing on another time, date or at such other location or on such other date as is mutually agreeable to place for the Buyer and the SellersClosing. The date and time of on which the Closing are herein actually occurs is referred to hereinafter as the “Closing Date”.”
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Apollo Global Management LLC), Membership Interest Purchase Agreement (RCS Capital Corp)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”"CLOSING") shall will take place at the offices of Xxxxxxx Xxxx Xxxxx, Day, Xxxxxx & Xxxxxxxxx LLPXxxxx, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 a.m. a.m., local time, on the second business day following full satisfaction or due waiver of all after the date on which the last of the closing conditions (excluding conditions that by their terms cannot be satisfied until the Closing Date) set forth in §7 hereof (other than those to be Article VI is satisfied at the Closing) or waived in accordance herewith, or at such other location place, time or on such other date as is mutually agreeable to the Buyer and the Sellersparties may agree. The date and time of on which the Closing are herein occurs is hereinafter referred to as the “Closing Date"CLOSING DATE.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fingerhut Companies Inc), Agreement and Plan of Merger (Federated Department Stores Inc /De/)
The Closing. (i) The closing of the transactions contemplated by this Agreement purchase and sale of the Closing Shares (the “Closing”) shall will take place at the offices of Xxxxxxx Ropes & Xxxx & Xxxxxxxxx LLP, located at Prudential Tower, 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx at 10:00 a.m. Xxxxxxxxxxxxx, on the second third business day following full after the satisfaction or due waiver of all each of the closing conditions set forth in §7 hereof Article 2 (other than those conditions which by their terms are to be satisfied at on the ClosingClosing Date, which shall be satisfied on the Closing Date) or at such other location or on such other date as is mutually agreeable to the Buyer and the SellersSeller. The date and time of the Closing are is herein referred to as the “Closing Date.”
Appears in 2 contracts
Samples: Stock Purchase Agreement (Stanadyne Corp), Stock Purchase Agreement (Clarcor Inc.)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLP, Xxxxx LLP located at 000 Xxxxxxx Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000 at 10:00 a.m. on the second (2nd) business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article II hereof (other than those to be satisfied at the Closing, but subject to the satisfaction of those conditions) or at such other location or on such other date as is mutually agreeable to the Buyer Purchaser and the SellersSellers Representatives. The date and time of the Closing are herein referred to herein as the “Closing Date”. By mutual agreement of the parties, the Closing may take place by conference call and electronic (i.e., email/pdf) or facsimile exchange of documents.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (U.S. Silica Holdings, Inc.)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxx Xxxxx Xxxxx & Xxxxxxxxx LLPAssociates, 000 Xxxxxxx 00 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx at 10:00 a.m. XX 00000 EST on the second business day following full the satisfaction or due waiver of all conditions to the obligations of the closing conditions set forth in §7 hereof (other than those to be satisfied at the Closing) parties provided below, or at such other location or on such other date as is mutually agreeable to the Buyer and the Sellers. The date and time of Sellers may mutually determine (the Closing are herein referred to as the “"Closing Date").”
Appears in 1 contract
Samples: Share Exchange Agreement (Knowledge Transfer Systems Inc)
The Closing. (i) The On the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement Transactions (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. on as promptly as practicable, but no later than two business days following the second business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof Articles VII, VIII and IX (other than those conditions which by their nature are to be satisfied at the Closing, but subject to those conditions) or at such other location time, date or on such other date place as is mutually agreeable to the Buyer Purchaser and the SellersSellers may agree. The date and time of on which the Closing are herein occurs is hereinafter referred to as the “"Closing Date".”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collins & Aikman Corp)
The Closing. (i) The closing of the transactions contemplated by ----------- this Agreement (the “"Closing”") shall will take place at the offices of Xxxxxxx Xxxx Xxxxx, Day, Xxxxxx & Xxxxxxxxx LLPXxxxx, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 a.m. a.m., local time, within two business days following the date on which the second business day following full satisfaction or due waiver of all last of the closing conditions (excluding conditions that by their terms cannot be satisfied until the Closing Date (as defined below)) set forth in §Article 7 hereof (other than those to be is satisfied at the Closing) or waived in accordance herewith, or at such other location place, time or on such other date as is mutually agreeable to the Buyer and the Sellersparties may agree. The date and time of on which the Closing are herein occurs is hereinafter referred to as the “"Closing Date".”
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxx Xxxxx & Xxxxxxx Xxxx & Xxxxxxxxx LLP, located at 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx at 10:00 a.m. on the second business day following full Xxxxxxxx, Xxxxxxxxxxx 00000, upon satisfaction or due waiver of all of the closing conditions to Closing set forth in §7 hereof herein (other but no earlier than those October 1. 2007 unless otherwise agreed to be satisfied by the Buyer), or otherwise at the Closing) or at such other location or a time and on such other a date as is mutually agreeable to the Buyer Buyer, the Seller and the SellersRepresentative after the conditions to Closing set forth herein are satisfied. The date and time of on which the Closing are herein occurs shall be referred to as the “Closing Date.”
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement Transaction (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLPXxxxxxxx Xxxxxxx, Lawyers, Old City Hall, 000 Xxxxxxx Xxxx Xxxxxx Xxxxxx, Xxx XxxxXxxxx, Xxx Xxxx Xxxxxxxx 00000 at 10:00 a.m. A.M. local time, on the second business day following full satisfaction or due waiver of all of Business Day after the closing conditions to Closing set forth in §7 hereof (other than those to be Articles VI and VII have been satisfied at the Closing) or at such other location waived, or on such other date and at such other time and place as is mutually agreeable to the Buyer USAC and the SellersCompany mutually agree in writing. The date and time of All actions listed in Section 2.6 that occur on the Closing are herein referred Date shall be deemed to as the “Closing Dateoccur simultaneously at Closing.”
Appears in 1 contract
Samples: Contribution Agreement (USA Compression Partners, LP)
The Closing. (i) The closing of the transactions contemplated by this Agreement Sale (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxx Bracewell & Xxxxxxxxx Xxxxxxxx LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 a.m. local time, on the second business day following full satisfaction or due waiver of (2nd) Business Day after the date upon which all of the closing conditions set forth in §7 Article IX hereof have been satisfied or waived (other than those conditions which by their nature are to be satisfied at the Closing) , but subject to the satisfaction or waiver of those conditions), or at such other location or on such other place, date and time as is mutually agreeable to the Buyer and the Sellersparties may agree. The date and time of on which the Closing are herein occurs is referred to in this Agreement as the “"Closing Date.”"
Appears in 1 contract
Samples: Asset Purchase Agreement (Foamex International Inc.)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx Weil, Gotshal and Xxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 a.m. Eastern Time on the second business day (2nd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof Article IV (other than those to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at Closing) or at such other location or on such other date as is mutually agreeable to the Buyer agreed by MPG and the SellersTransferred Entities. The date and time of the Closing are is herein referred to as called the “Closing Date”.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metaldyne Performance Group Inc.)
The Closing. (ia) The closing of the transactions contemplated by this Agreement (the “Closing”) shall will take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Kxxxxx Xxxxxx Zxxxx Xxxxxxxx at 500 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 a.m. local time, on the second business day Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof Effective Time (other than those to be satisfied at the Closing“Closing Date”) or at such other location or place and on such other date as is may be mutually agreeable to the agreed by Buyer and Sellers, in which case “Closing Date” means the Sellersdate so agreed. The date and time failure of the Closing are herein referred to will not ipso facto result in termination of this Agreement and will not relieve any party of any obligation under this Agreement. The Closing will be effective as of the “close of business on the Closing Date.”
Appears in 1 contract
Samples: Adr Purchase Agreement (Grand Toys International Inc)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLPXxxxx LLP located at 000 Xxxxx XxXxxxx, 000 Xxxxxxx XxxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxx at 10:00 a.m. a.m., local time, on or prior to the second third business day following full satisfaction or due waiver of all of the closing conditions to the Closing set forth in §7 hereof Article II (other than those conditions to be satisfied at the Closing) or at such other location ), or on such other date and place as is mutually agreeable to the Buyer and the SellersStockholder Representative. The date and time of the Closing are herein referred to herein as the “Closing Date.”
Appears in 1 contract
The Closing. (i) The closing of for the transactions contemplated by this Agreement (the “Closing”) shall take place be held at the offices of Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. LLP (“Honigman”) on the second first business day following full the satisfaction or due waiver of all of the closing conditions to the Closing set forth in §7 hereof ARTICLE V (other than those to the conditions that must be satisfied at the Closing) ), unless another time or at such other location or on such other date as place is mutually agreeable to the agreed upon in writing by Buyer and Seller; provided, that in no event shall Buyer be required to close the Sellerstransactions contemplated by this Agreement prior to April 3, 2017. The date and time of upon which the Closing are herein actually occurs is referred to herein as the “Closing Date.”. The Closing shall be effective as of 12:01 a.m. on the Closing Date. 1.5
Appears in 1 contract
Samples: Asset Purchase Agreement
The Closing. (ia) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx Xxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. A.M. on the second business day third Business Day to occur following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article II hereof (other than those required to be satisfied satisfied, or only capable of being satisfied, at the Closing) or at such other location or on such other date as is mutually agreeable to the Buyer and the SellersRepresentative. The date and time of the Closing are herein referred to as the “"Closing Date.”"
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement Transactions (the “Closing”) shall take place at via the offices electronic exchange and release of Xxxxxxx Xxxx & Xxxxxxxxx LLPsignature pages to this Agreement and the other Transaction Documents, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (a) at 10:00 a.m. local time on the second business day Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article X and Article XI hereof (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), or (b) or at such other location or on such other date and at such time as is are mutually agreeable to the agreed in writing by Buyer and the SellersCompany. The date and time of the on which Closing are herein actually occurs is referred to herein as the “Closing Date.”
Appears in 1 contract
The Closing. (i) The On the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement Transactions (the “"Closing”") shall take place at ------- the offices of Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. on as promptly as practicable, but no later than two business days following the second business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof Articles VII, VIII and IX (other than those conditions which by their nature are to be satisfied at the Closing, but subject to those conditions) or at such other location time, date or on such other date place as is mutually agreeable to the Buyer Purchaser and the SellersSellers may agree. The date and time of on which the Closing are herein occurs is hereinafter referred to as the “"Closing Date.”". ------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Becker Charles E /Mi)
The Closing. (i) The closing of for the transactions Transactions contemplated by this Agreement (the “Closing”) shall take place be held at the offices of Xxxxxxxxx Xxxxx Xxxxxxx Xxxx & Xxxxxxxxx LLPXxxxx, P.C. (“SYCR”), 000 Xxxxxxx XxxxxxXxxxxx Xxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx at 10:00 a.m. Xxxxxxx Xxxxx, XX 00000, on the second business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 date hereof (other than those to be satisfied at the Closing) or at such other location time or on such other date or at such other place as is mutually agreeable to the Buyer and the SellersSeller may mutually agree upon in writing. The date and time Closing shall be deemed effective as of 12:01 a.m., Pacific Time, on the day after the Closing are herein referred to as (the “Closing Date”).”
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP located at 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxx 00000 at 10:00 a.m. local time on the second business day following full satisfaction or due waiver of all of the closing conditions to the Closing set forth in §7 hereof ARTICLE II (other than those to be satisfied at the Closing) or at such other location ), or on such other date as is mutually agreeable to the Buyer and the Sellers’ Representative. The date and time of the Closing are herein is referred to herein as the “Closing Date.”” The Closing shall be deemed to have taken place at 11:59 p.m. on the Closing Date.
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLP, Xxxxx LLP located at 000 Xxxxxxx Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx at 10:00 a.m. on the second third (3rd) business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article 3 hereof (other than those to be satisfied at the Closing) or on such other date, or at such other location or on such other date time, as is mutually agreeable to the Buyer Purchaser and the SellersRepresentative may mutually agree. The date and time of the Closing are herein is referred to herein as the “Closing Date.”” 2.02
Appears in 1 contract
Samples: Agreement and Plan of Merger
The Closing. (i) The closing of the transactions contemplated by this Agreement purchase of the Purchased Shares (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Debevoise & Xxxxxxxxx Xxxxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. local time on the second business day fifth Business Day following full the Closing Condition Satisfaction Date (subject to the satisfaction or due waiver of all of the closing those conditions set forth in §7 hereof (other than those that by their terms are to be satisfied by actions taken at the Closing) ), provided that the parties may agree in writing on another time, date or at such other location or on such other date as is mutually agreeable to place for the Buyer and the SellersClosing. The date and time of on which the Closing are herein actually occurs is referred to hereinafter as the “Closing Date”.”
Appears in 1 contract
Samples: Investment Agreement (Apollo Global Management LLC)
The Closing. (ia) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx Xxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. A.M. on the second business day third Business Day to occur following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article II hereof (other than those required to be satisfied at the Closing) or at such other location or on such other date or at such location as is mutually agreeable to the Buyer and the SellersSeller. The date and time of the Closing are herein referred to as the “Closing Date.”” 10386168.17
Appears in 1 contract
The Closing. (i) The Unless otherwise mutually agreed in writing among Purchaser and the Sellers, the closing of the transactions contemplated by this Agreement Transaction (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Kxxxxxxx & Xxxxxxxxx Exxxx LLP, 000 Xxxxxxx 600 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. Xxxx, xx the date on which the second business day following full satisfaction last to be satisfied or due waiver of all waived of the closing conditions set forth in §7 hereof Article V (other than those conditions that by their nature are to be satisfied at the Closing) or at such other location or on such other date as is mutually agreeable , but subject to the Buyer and the Sellers. The date and time fulfillment or waiver of the Closing are herein referred to as those conditions) shall have been satisfied or waived in accordance with this Agreement (the “Closing Date”).”
Appears in 1 contract
Samples: Warrant Purchase Agreement (Brookfield Retail Holdings LLC)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLP, Xxxxx LLP located at 000 Xxxxxxx Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx at 10:00 a.m. local time on the second business day Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof Article III (other than those to be satisfied at the ClosingClosing itself) or at such other location or on such other date as is mutually agreeable to the Buyer Parent and the SellersCompany. The date and time of the Closing are herein referred to herein as the “Closing Date.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Umpqua Holdings Corp)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall will take place at the offices of Xxxxxxx Xxxx Xxxxx, Day, Xxxxxx & Xxxxxxxxx LLPXxxxx, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 a.m. a.m., local time, on the second business day following full satisfaction or due waiver of all after the date on which the last of the closing conditions (excluding conditions that by their terms cannot be satisfied until the Closing Date) set forth in §7 hereof (other than those to be Article VI is satisfied at the Closing) or waived in accordance herewith, or at such other location place, time or on such other date as is mutually agreeable to the Buyer and the Sellersparties may agree. The date and time of on which the Closing are herein occurs is hereinafter referred to as the “"Closing Date.”"
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fingerhut Companies Inc)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall be effective as of the Effective Time and shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP9:00 AM Eastern Time (A) subject to Section 10.6(b), 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. on the second business day following full satisfaction or due waiver of (2nd) Business Day after which all of the closing conditions set forth in §7 hereof Article III (other than those to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at Closing) are satisfied or at such other location waived or (B) on such other date as is mutually agreeable acceptable to the Buyer Purchaser and the SellersCompany. The date and time of the Closing are herein referred to herein as the “Closing Date”.”
Appears in 1 contract
Samples: Stock Purchase Agreement (Intertape Polymer Group Inc)
The Closing. (i) The closing consummation of the transactions contemplated by transaction provided for in this Agreement (the “"Closing”") shall take place (a) at the offices of Buyer's special counsel, Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxxxx LLPand Xxxxx, P.C., 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. a.m., Eastern time, on the second business day following full satisfaction February 7, 2003, or due waiver of all of the closing conditions set forth in §7 hereof (other than those to be satisfied at the Closingb) or at such other location place, time or on such other date as is mutually agreeable to the Seller and Buyer and the Sellersshall agree upon in writing. The date and time of on which the Closing are herein is to occur is referred to herein as the “"Closing Date.”" The Closing shall be deemed effective as of the close of business on the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Opticare Health Systems Inc)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx at 0000 Xxxxxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx Xxxxxxxxxx, at 10:00 11:00 a.m. local time on a date mutually agreeable to Purchaser and Seller, but in no event later than three (3) business days after the second business day following full satisfaction or due waiver of date upon which all of the closing conditions set forth in §7 Section 5 and Section 6 hereof have been satisfied (other than those or waived by the party entitled to be satisfied at the Closing) or at give such other location or on such other waiver). Such time and date as is mutually agreeable to the Buyer and the Sellers. The date and time of the Closing are herein referred to as the “Closing Date”.”
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx Xxxxx LLP, 000 Xxxxxxx XxxxxxXxxxx XxXxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx at 10:00 a.m. on the later of (A) the second business day (2nd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §Section 7 hereof (other than those to be satisfied at the Closing) and (B) September 17, 2010, or at such other location or on such other date as is mutually agreeable to the Buyer and the Sellers. The date and time of the Closing are herein referred to as the “Closing Date.”” Table of Contents
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLP, Xxxxx LLP located at 000 Xxxxxxx Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000 at 10:00 a.m. on the second (2nd) business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article II hereof (other than those to be satisfied at the Closing, but subject to the satisfaction of those conditions) or at such other location or on such other date as is mutually agreeable to the Buyer Purchaser and the SellersSellers Representative. The date and time of the Closing are herein referred to herein as the “"Closing Date.”" By mutual agreement of the parties, the Closing may take place by conference call and electronic (i.e., email/pdf) or facsimile exchange of documents.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (U.S. Silica Holdings, Inc.)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxx Minor & Xxxxxxxxx LLPXxxxx, P.C., 000 Xxxxxxx Xxxxx Xxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxx, Xxxxxxxx 00000 at 10:00 a.m. 9:30 a.m., local time on the second business day following full the satisfaction or due waiver of all conditions to the obligations of the closing conditions set forth in §7 hereof Parties to consummate the transactions contemplated hereby (other than those conditions with respect to be satisfied actions the respective Parties will take at the ClosingClosing itself) or at such other location or on such other date as is mutually agreeable to the Buyer Seller and the Sellers. The Purchaser shall agree (the date and time of the Closing are herein is hereinafter referred to as the “"Closing Date").”
Appears in 1 contract
Samples: Stock Purchase Agreement (Rocky Mountain Internet Inc)
The Closing. (i) The closing of the transactions contemplated by this Agreement hereby (the “"Closing”") shall will take place at the offices of Xxxxxxx Xxxx Xxxxxx, Xxxxx & Xxxxxxxxx Xxxxxxx, LLP, 000 Xxxxxxx 0000 Xxxxxx Xxxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx at 10:00 a.m. XX 00000-0000 on the second business day Business Day following full satisfaction the date that termination or due waiver expiration of the applicable waiting period under HSR has occurred and all of the other conditions to closing conditions set forth in §7 hereof (other than those to be satisfied at the Closing) Articles 5 and 6 have been satisfied, or at such other location or on such other date as is mutually agreeable to the Buyer and the Sellers. The place, date and time as the Purchaser and the Sellers mutually agree. The actual date of the Closing are herein is referred to as the “"Closing Date.”"
Appears in 1 contract
The Closing. (i) The closing of for the transactions contemplated by this Agreement (the “Closing”) shall take place be held at the offices of Xxxxxx, Xxxxx & Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx 0000 Xxxxxx Xxxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx XX at 10:00 a.m. (local time) no later than three Business Days after the date on the second business day following full which there has been a satisfaction or due waiver of all the conditions to the consummation of the closing conditions transactions contemplated by this Agreement set forth in §7 hereof (other than those Article IX unless the Parties agree in writing to be satisfied at the Closing) another date or at such other location or on such other date as is mutually agreeable to the Buyer and the Sellersplace. The date and time of on which the Closing are herein occurs is referred to herein as the “Closing Date.”
Appears in 1 contract
The Closing. (i) The Unless otherwise mutually agreed in writing between the Company and the Seller, the closing of the transactions contemplated by this Agreement Transaction (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx Xxxxxx LLP, 000 Xxxxxxx 0000 0xx Xxxxxx, Xxx XxxxXxxxx 000, Xxx Xxxx at 10:00 a.m. Xxxxx Xxxxxx, Xxxxxxxxxx 00000, on the second business same day following full satisfaction or due waiver of all as the initial closing of the closing conditions set forth in §7 hereof (other than those to be satisfied at Secondary Offering contemplated by the Closing) Underwriting Agreement, or at such other location place or on such other date time as is mutually agreeable the parties may agree in writing, subject to the Buyer and the Sellers. The date and time satisfaction of the Closing are herein referred to as conditions in Article V hereof (the “Closing Date”).”
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxx Minor & Xxxxxxxxx LLPXxxxx, P.C., 000 Xxxxxxx Xxxxx Xxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxx, Xxxxxxxx 00000 at 10:00 a.m. 9:30 a.m., local time on the second business day following full the satisfaction or due waiver of all conditions to the obligations of the closing conditions set forth in §7 hereof Parties to consummate the transactions contemplated hereby (other than those conditions with respect to be satisfied actions the respective Parties will take at the ClosingClosing itself) or at such other location or on such other date as is mutually agreeable to the Buyer Company and the Sellers. The Purchaser shall agree (the date and time of the Closing are herein is hereinafter referred to as the “"Closing Date").”
Appears in 1 contract
Samples: Stock Purchase Agreement (Rocky Mountain Internet Inc)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLP, Xxxxx LLP located at 000 Xxxxxxx Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000 at 10:00 a.m. Central Time on the second business day Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 ARTICLE IV hereof (other than those to be satisfied at the Closing) or at such other location or on such other date as is mutually agreeable to the Buyer Purchaser and the SellersCompany in writing. The date and time of the Closing are herein is referred to herein as the “Closing Date.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Park Ohio Holdings Corp)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall will take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx Xxxxx LLP, located at 000 Xxxxxxx XxxxxxXxxxx XxXxxxx Xx., Xxx XxxxXxxxxxx, Xxx Xxxx at 10:00 a.m. Xxxxxxxx, on the second business day following full satisfaction or due waiver of all of the closing conditions to the Closing set forth in §7 hereof (other than those to be satisfied at the Closing) Article II, or at such other location or on such other date as is mutually agreeable to the Buyer and the SellersRepresentative may mutually agree. The date and time of the Closing are is herein referred to as the “"Closing Date.”" If such conditions have been waived or satisfied on the Closing Date, the Closing will be deemed to occur at 11:59 p.m. on the Closing Date.
Appears in 1 contract
Samples: Equity Purchase Agreement (ClubCorp Holdings, Inc.)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”"CLOSING") shall will take place at the offices of Xxxxxxx Xxxx Xxxxx, Day, Xxxxxx & Xxxxxxxxx LLPXxxxx, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 a.m. a.m., local time, on the second business day following full satisfaction or due waiver of all Business Day after the date on which the last of the closing conditions (excluding conditions that by their terms cannot be satisfied until the Closing Date) set forth in §7 hereof (other than those to be Article VI is satisfied at the Closing) or waived in accordance herewith, or at such other location place, time or on such other date as is mutually agreeable to the Buyer and the Sellersparties may agree. The date and time of on which the Closing are herein occurs is hereinafter referred to as the “Closing Date"CLOSING DATE.”"
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxx & Xxxxxxxxx LLPXxxxxx, P.C., 000 Xxxxxxx 00xx Xxxxxx, Xxx XxxxXxxxx 000, Xxx Xxxx Xxxxxx, Xxxxxxxx 00000, at 10:00 a.m. local time on the second business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof (other than those to be satisfied at the Closing) date hereof, or at such other location time or on such other date place as is mutually agreeable to the Buyer Purchaser and the SellersSellers mutually agree. The date and time of the Closing are herein referred to herein as the “Closing Date.”
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall will take place at the offices of Xxxxxxx Xxxx Xxxxx, Day, Xxxxxx & Xxxxxxxxx LLPXxxxx, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 a.m. a.m., local time, on the second business day following full satisfaction or due waiver of all Business Day after the date on which the last of the closing conditions (excluding conditions that by their terms cannot be satisfied until the Closing Date) set forth in §7 hereof (other than those to be Article VI is satisfied at the Closing) or waived in accordance herewith, or at such other location place, time or on such other date as is mutually agreeable to the Buyer and the Sellersparties may agree. The date and time of on which the Closing are herein occurs is hereinafter referred to as the “"Closing Date.”"
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Geophysics Co)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx located at 0000 Xxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx at 10:00 a.m. Xxxxxxx, XX, or by teleconference, facsimile or electronic mail communication, on or prior to the second business day third (3rd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 ARTICLE VIII hereof (other than those to be satisfied at the Closing) or at such other location or on such other date as is mutually agreeable to the Buyer and the SellersCompany. The date and time of the Closing are is herein referred to as the “Closing Date.”” The Closing shall be deemed to occur at 12:01 p.m. Boston time on the Closing Date.
Appears in 1 contract
The Closing. (i) The closing of for the transactions contemplated by this Agreement (the “Closing”) shall take place be held at the offices of Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. LLP (“Honigman”) on the second first business day following full the satisfaction or due waiver of all of the closing conditions to the Closing set forth in §7 hereof ARTICLE V (other than those to the conditions that must be satisfied at the Closing) ), unless another time or at such other location or on such other date as place is mutually agreeable to the agreed upon in writing by Buyer and Seller; provided, that in no event shall Buyer be required to close the Sellerstransactions contemplated by this Agreement prior to April 3, 2017. The date and time of upon which the Closing are herein actually occurs is referred to herein as the “Closing Date”. The Closing shall be effective as of 12:01 a.m. on the Closing Date.”
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Xxxxxxxx & Xxxxxxxxx LLPXxxxx LLP (“K&E”) located at 000 Xxxxx XxXxxxx, 000 Xxxxxxx XxxxxxXxxxxxx, Xxx XxxxXxxxxxxx 00000, Xxx Xxxx at 10:00 a.m. local time on the second business day Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article IV hereof (other than those to be satisfied at the ClosingClosing itself) or at such other location or on such other date as is mutually agreeable to the Buyer Purchaser and the SellersCompany. The date and time of the Closing are herein referred to herein as the “Closing Date.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caci International Inc /De/)
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxxx Xxxx Kirkland & Xxxxxxxxx LLPEllis LLP located at 153 East 53rd Street, 000 Xxxxxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. New Yxxx xx 00:00 x.x. on the day thax xx xxx xxxxx xx (x) Xxxx 00, 0000 xxx (ii) on or prior to the second business day (2nd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof Article III (other than those to be satisfied at the ClosingClosing itself) or at such other location or on such other date as is mutually agreeable to the Buyer and the SellersSeller Representative may agree in writing. The date and time of on which the Closing are herein occurs is referred to herein as the “"Closing Date.”"
Appears in 1 contract
The Closing. (i) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxx Kxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Exxxx LLP located at 300 Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx at 10:00 a.m. on the second third (3rd) business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 Article 3 hereof (other than those to be satisfied at the Closing) or on such other date, or at such other location or on such other date time, as is mutually agreeable to the Buyer Purchaser and the SellersRepresentative may mutually agree. The date and time of the Closing are herein is referred to herein as the “Closing Date.”
Appears in 1 contract