The First Closing. The closing of the purchase and sale of the initial 10,000 Shares of Preferred Stock at an aggregate purchase price of $10,000,000 and Warrants for an aggregate of 2,500,000 shares of Common Stock (the "First Closing") shall take place at the offices of the Company, or by transmission by facsimile and overnight courier, immediately following the execution hereof or such later date or different location as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party (the "First Closing Date"). At the First Closing:
(a) Each Purchaser shall deliver, as directed by the Company, its portion of the purchase price as set forth next to its name on Schedule I in United States dollars in immediately available funds to an account or accounts designated in writing by the Company;
(b) The Company shall deliver a Preferred Stock certificate(s) representing the number of shares of Preferred Stock purchased by each Purchaser as set forth next to such Purchaser's name on Schedule I, registered in the name of such Purchaser, each in form satisfactory to the Purchaser and issued pursuant to the Certificate of Designation with an initial Conversion Price (as defined therein) equal to $4.00;
(c) The Company shall deliver a Warrant(s), in the form of Exhibit B hereto and with the Exercise Price (as defined therein) equal to $4.00, representing the number of shares of Common Stock as set forth next to such Purchaser's name on the Schedule I, registered in the name of such Purchaser; and
(d) The parties shall execute and deliver each of the documents referred to in Section 4.1. 2 4
The First Closing. (a) The closing of the transactions contemplated by this Section 1 (the "First Closing") shall take place at the offices of Hogan & Hartson L.L.P., 8300 Greenxxxxx Drxxx, Xxite 1100, XxXxxx, Xxxxxxxx xx xxxx xx xxxxxxxxxxx xxxxx xxx receipt of all third-party and governmental consents and approvals and the satisfaction of other conditions which are specified herein as conditions to the First Closing or on such other date as shall be mutually agreed by TMI, Parent and the Note Investors (the "First Closing Date"). The parties shall use all reasonable efforts to consummate the First Closing Transactions as soon as practicable.
(b) At the First Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the Ancillary Agreements and the other certificates, documents and instruments contemplated hereby and thereby and shall consummate the First Closing Transactions. At the First Closing, Newco LP shall deliver to each Existing Investor, to TMI Sub and to Parent Sub an executed copy of the Newco LP Agreement evidencing the Interest held by such person.
(c) At the First Closing, Newco LP will deliver to each Note Investor the Convertible Note(s) to be purchased by such Note Investor in the form of a single Convertible Note (or such greater number of Convertible Notes, in denominations of at least $500,000, or such lesser amount as shall be equal to such Note Investor's purchase price for its Convertible Note, as such Note Investor may request and as shall be reflected in Schedule III hereto) dated the date of the First Closing and registered in such Note Investor's name against delivery by such Note Investor to Newco LP of the purchase price therefor, which shall be paid by wire transfer to an account designated in writing by Newco at least three business days prior to the First Closing. If any Note Investor shall fail to make the payment contemplated by the preceding sentence (or shall fail to participate in the First Closing), the other Note Investors in such Note Investor's Investor Group (as shown on Schedule III) shall be obligated to make up for the resulting shortfall. If any such Investor Group shall fail to comply with its obligations hereunder, the other Note Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Note Investor(s) shall be deemed to have consented to such re-allocation of the purchase and sale of the Convertible Notes.
(d) At t...
The First Closing. The consummation of the transfer of the Alliance Fund Assets pursuant to the transactions contemplated by Section 2.2 and Section 2.4 of this Agreement, and any related Acquired Assets pursuant to the transactions contemplated in Section 2.1 of this Agreement (the “First Closing”), shall take place at the offices of Ropes & Xxxx LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such date and at such time as the Parties may agree, promptly following the date contemplated in the applicable notices constituting part of the Negative Consent Process and the satisfaction or waiver of all conditions to the consummation of the transactions contemplated to be consummated on the First Closing Date pursuant to this Agreement and the other Transaction Documents (other than those conditions which are not intended to be fulfilled at the First Closing) (the “First Closing Date”). The Parties agree to exercise commercially reasonable efforts to cause the conditions to the other Party’s obligation to effect the First Closing to be satisfied as soon as reasonably practicable. Reference is made to Section 8.1 for the rights of the Parties under certain circumstances if the First Closing shall not have been consummated.
The First Closing. The closing of the purchase and sale of the initial $15,000,000 aggregate principal amount of Debentures (the "FIRST CLOSING") shall take place at the offices of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or by transmission by facsimile and overnight courier, immediately following the execution hereof or such later date or different location as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party (the "FIRST CLOSING DATE"). At the First Closing:
(i) Each Purchaser shall deliver, as directed by the Company, its portion of the purchase price as set forth next to its name on SCHEDULE I in United States dollars in immediately available funds to an account or accounts designated in writing by the Company;
(ii) The Company shall deliver to each Purchaser a Debenture, in the form of EXHIBIT A hereto, representing the principal amount purchased by such Purchaser as set forth on SCHEDULE I hereto;
(iii) The parties shall execute (except for the opinion referred to in Section 4.1(c)(i)) and deliver each of the documents referred to in Section 4.1 hereof.
The First Closing. The closing of the purchase and the sale of the Shares of Series D Preferred Stock hereunder (the "Closing") shall be held at the offices of Olshan Grundman Frome Roxxxxxxix & Xxxxsky LLP, 000 Xxxx Avenue, New Yorx, Xxx Xxxx 00000 xx 00 x.x., xxxxx xxxx, on the date hereof, or at such other time and place upon which the Company and the Purchasers participating in such Closing shall agree (the "First Closing Date").
The First Closing. The purchase and sale of Note 1 will take place at the offices of Fenwick & West LLP, 275 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx 10:00 a.m. Pacific time, on December 15, 2000 or such later date to be determined in the sole discretion of Borrower, or at such other time and place as Borrower and Holder mutually agree upon (which time and place are referred to as the "FIRST CLOSING"). At the First Closing, Holder 176 will deliver to Borrower payment in full for the Note in the amount of $5,000,000, which such Holder agrees to purchase at the First Closing by (i) a check payable to Borrower's order, (ii) wire transfer of funds to Borrower, or (iii) any combination of the foregoing. At the First Closing, Borrower will deliver to Holder a duly executed Note 1 substantially in the form set forth on Exhibit A.
The First Closing. The first closing (the "First Closing") of the sale and purchase of Aduromed Series A Preferred and First Closing Aduromed Warrants under the Original Purchase Agreement shall take place at the offices of Mayer, Brown, Xxxx & Maw LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as is mutually agreeable to Aduromed and the Purchasers. At the First Closing, Aduromed shall deliver to each Purchaser (a) certificates representing shares of Aduromed Series A Preferred in an amount calculated in accordance with Section 1.2(a) and (b) First Closing Aduromed Warrants to purchase First Closing Aduromed Warrant Shares in an amount calculated in accordance with Section 1.2(a), in each case, registered in the name of each such Purchaser, against payment to Aduromed of the First Closing Purchase Price therefor, by wire transfer, Federal Reserve Bank Check, or other method acceptable to Aduromed. The First Closing occurred on September 1, 2005 (the "First Closing Date").
The First Closing. The First Closing shall take place on December ----------------- 3, 1997, in accordance with Sections 1(b) and 1(c)
The First Closing. (a) The First Closing shall take place at the executive offices of Industries in Nashville, Tennessee or at such other place, and at such time, as the Ingram Companies may agree following satisfaction or waiver ox xxx conditions set forth in Article 5A. The date and time of such closing are referred to herein as the "First Closing Date". The First Closing shall take place in two phases as specified below.
(b) In the first phase, the following actions shall take place simultaneously:
(i) the Thrift Plan, pursuant to the written instructions of the Investment Manager, shall deliver to Industries (x) certificates representing the Exchange Securities of the Thrift Plan, duly endorsed in blank or accompanied by a duly executed stock power and (y) executed counterpart signature pages to each Related Agreement; and
(ii) Industries shall deliver to the Thrift Plan certificates representing the number of shares of Micro Common Stock, rounded up to the nearest whole share, which the Thrift Plan is entitled to receive as set forth opposite the name of the Thrift Plan on Annex I thereto.
(c) Immediately following the first phase, the following actions shall take place simultaneously in the second phase:
(i) The Exchange Securities to be exchanged pursuant to Section 2.2(c)(ii) and the other related documents tendered pursuant to Section 2.7 shall be released from escrow to Industries;
(ii) Industries shall deliver to each Holder (other than the Thrift Plan), certificates representing the number of shares of Micro Common Stock which such Holder is entitled to receive as set forth opposite the name of such Holder on Annex I, rounded up to the nearest whole share, plus with respect to each Holder that is a member of the Family Group, the number of shares of Micro Common Stock, rounded up to the nearest whole share, represented by the product of (A) such Holder's Fraction and (B) the product of 1.3729 and the Unexchanged Shares; and
(iii) Industries shall deliver to Micro for cancellation all of the shares of Micro Common Stock that have not been delivered to the Thrift Plan pursuant to Section 2.2(b) or to the Holders pursuant to Section 2.2(c).
(d) If pursuant to Section 2.7 any Holder (other than a Holder that is a member of the Entertainment Group) has delivered to Industries certificates representing a greater number of shares of Industries Common Stock than the number of Exchange Securities of such Holder, at the First Closing, Industries shall deliver to such Holde...
The First Closing. The closing of the transactions contemplated by Section 1.1 (the "First Closing") shall take place at the offices of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, at 11:00 A.M., local time, on March 7, 1997 (the "First Closing Date"). The First Closing may occur at such different place, such different time, or such different date or a combination thereof as the Purchaser and the Seller agree in writing.
