The Exchange Closing Sample Clauses
The Exchange Closing clause defines the specific procedures and requirements for finalizing the transfer of assets, shares, or interests between parties in a transaction. It typically outlines the timing, location, and conditions that must be met for the closing to occur, such as the delivery of documents, payment of consideration, and satisfaction of any pre-closing obligations. This clause ensures that both parties understand the exact steps and criteria for completing the exchange, thereby reducing the risk of misunderstandings or disputes at the critical moment of transaction completion.
The Exchange Closing. (a) The closing of any Exchange (an “Exchange Closing”) shall take place at the offices of Leucadia National Corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ following the delivery by the Purchaser to the Sellers of written notice of its election to consummate an Exchange (an “Exchange Notice”) at such time and date as set forth in the Exchange Notice (or if not specified in the Exchange Notice, four Business Days after the date such Exchange Notice is delivered); provided, that the Purchaser shall not be entitled to deliver an Exchange Notice in respect of a Securities Exchange unless and until it has received all approvals necessary from the applicable insurance regulators for the Purchaser to hold such Company Shares. Notwithstanding the foregoing or anything to the contrary herein or in the Purchase Agreement or any Ancillary Agreement, the Purchaser shall not be entitled to deliver an Exchange Notice in respect of a Securities Exchange to the extent such Securities Exchange would result in the Purchaser having (as a result of its Beneficial Ownership over Company Shares following such Securities Exchange) the right to control 35% or more of the total voting rights of all issued and outstanding voting securities of the Company (for the avoidance of doubt, taking into account any voting limitations in respect of the outstanding Preferred Stock); provided, however, that upon receipt of all approvals necessary from the applicable insurance regulators for the Purchaser to hold the Company Shares, the Purchaser shall deliver an Exchange Notice in respect of a Securities Exchange up to just under such 35% ownership limitation and an Exchange Notice in respect of a Cash Exchange for the balance of the Preferred Securities to be exchanged in excess of such 35% ownership limitation. Each Exchange Notice shall set forth the type of Exchange(s) to be consummated and identify the Preferred Securities that will be subject to the Exchange. In connection with and in advance of any Exchange Closing, the Purchaser shall deliver a Deposit Release Notice (as defined in the Escrow Agreement) to the Escrow Agent to release the applicable certificates (or through delivery by electronic book entry form) representing the Company Shares and the Proceeds, in each case, required to be delivered to the Purchaser as set forth on the applicable Exchange Notice in connection with such Exchange under Sections 2(b) and 2(c), as applicable.
(b) At an Exchange Closing in respec...
The Exchange Closing. (a) At the Class TM Closing (as defined herein), subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof, each Investor will exchange the number of shares of common stock, par value $0.01 per share, of the Company (referred to herein as "Common Shares" or "Company Common Stock") set forth next to its name on the attached Schedule A for an equal number of shares of Class TM Preferred Stock, par value $0.01 per share, of the Company (referred to herein as "Class TM Preferred Stock"). At the effective time of the Merger (the "Effective Time") each share of Class TM Preferred Stock, shall be converted in the Merger into 0.6 of a fully paid and nonassessable share of Surviving
The Exchange Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the third Business Day following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Section 2.3 or on such other date as the Company and ▇▇▇▇▇ Capital Investors may mutually agree upon in writing. (The date on which the Closing occurs, the “Closing Date”). Upon the Closing, the Company will deliver a certificate representing the Preferred Tracking Stock registered in the name of ▇▇▇▇▇ Capital Investors, and the transfer of the Exchange Units to the Company shall be recorded on the Schedule of Members of iBio CMO.
The Exchange Closing. (a) Subject to and upon the terms and conditions set forth in this Agreement, the Holders hereby agree that the Holder Warrants next to such ▇▇▇▇▇▇’s name on Schedule A attached hereto shall be surrendered and in exchange therefore, the Company shall issue to such Holder the Preferred Shares, in such amounts and to such Holder as set forth on Schedule A attached hereto.
(b) The Parties shall close the Transaction (the “Closing”) on the Closing Date (as defined below).
(c) At the Closing:
(i) each Holder shall surrender its Holder Warrants to the Company in accordance with the terms thereof; and
(ii) in consideration therefor, the Company shall issue and deliver (or cause to be issued and delivered) the number of Preferred Shares to each Holder as provided on Schedule A hereto.
(d) the Company shall update its shareholder list or register of members to record the Exchanges and the number of Preferred Shares issued.
(e) The date of the Closing (the “Closing Date”) shall occur no later than three (3) business days following the execution of this Agreement.
(f) Assuming the accuracy of the representations and warranties of the Company and the Holders set forth in Section 2 of this Agreement, the Parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act.
The Exchange Closing. (a) At the Class TM Closing (as defined herein), subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof, each Investor will exchange the number of shares of common stock, par value $0.01 per share, of the Company (referred to herein as "Common Shares" or "Company Common Stock") set forth next to its name on the attached Schedule A for an equal number of shares of Class TM Preferred Stock, par value $0.01 per share, of the Company (referred to herein as "Class TM Preferred Stock"). At the effective time of the Merger (the "Effective Time") each share of Class TM Preferred Stock, shall be converted in the Merger into 0.6 of a fully paid and nonassessable share of Surviving Corporation Common Stock and 0.4 of a fully paid and nonassessable share of Surviving Corporation Junior Preferred Stock in accordance with Section 2.1(b) of the Merger Agreement.
(b) At the Class TM Closing, each Investor will deliver to the Company (i) one or more stock certificates that, in the aggregate, represent all of the shares of Company Common Stock to be exchanged by such Investor as set forth in Column 2, in each case duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer and (ii) such additional documents and certificates as the Company may reasonably request, in exchange for issuance and delivery by the Company of the Class TM Preferred Stock. At the reasonable request of the Company, each Management Person will surrender its stock certificates for the Common Shares to the Company prior to the Special Meeting to be held in escrow until the Class TM Closing.
(c) At the Class TM Closing, the Company shall deliver to each Investor one or more certificates evidencing the shares of Class TM Preferred Stock which such Investor is entitled to receive, each of which shall be registered in the name of such Investor or its designee.
(d) The closing of the exchange of Common Shares for shares of Class TM Preferred Stock under this Agreement (the "Class TM Closing") shall take place, (i) immediately prior to the closing under the Merger Agreement (the "Merger Agreement Closing"), but shall not occur until after the adoption of the Merger Agreement and the amendment to the restated certificate of incorporation of the Company authorizing the creation of Class TM Preferred Stock (which amendment is attached hereto as Annex A) (the "Charter Amendment") by an affirmative vote of the holders of a majority of the ...
The Exchange Closing. The closing of the Exchange (the "Exchange Closing") shall take place at the offices of Parent concurrently with the execution and delivery of this Agreement and following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated (other than conditions with respect to actions the respective parties will take at the Closing itself) or at such other place, time and date as the parties may mutually determine.
The Exchange Closing