Common use of The First Closing Clause in Contracts

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 the First Closing, Newco LP will deliver to Parent Sub the Convertible Note to be purchased by Parent Sub in the form of a single Convertible Note dated the date of the First Closing and registered in Parent Sub's name against delivery by Parent Sub to Newco LP of the purchase price therefor, which shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the First Closing. (e) 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. (f) At the First Closing, Newco GP shall deliver to each Existing Investor, to each Note Investor, to TMI Sub and to Parent Sub an executed copy of the Newco GP Stockholders Agreement. (g) At the First Closing, the following transactions shall be deemed to occur in the following order: (1) The transactions contemplated by Section 1.1 hereof (including the conversion of Newco LLC into Newco LP); (2) The transactions contemplated by Section 1.2 hereof (including the purchase and sale of the Convertible Notes); (3) The transactions contemplated by the Amended and Restated Sub Asset Sale Agreement; (4) The transfer by Parent to Parent Sub of the Parent Interest; (5) The issuance to TMI of the TMI Interest; (6) The transfer by TMI of the TMI Interest to TMI Sub; (7) The transactions contemplated by the TMI-Canadian License Co. Asset Sale Agreement; (8) The transfer by TMI of 800 shares (representing 80%) of the capital stock of Canadian License Co. to Canadian Holdco.; (9) The transactions contemplated by the TMI-ULC Asset Sale Agreement; and (10) The transactions (other than (5) above) contemplated by the TMI-Newco Asset Sale Agreement.

The First Closing. (a) The closing of the transactions contemplated by this Section 1 (the "First Closing") of the purchase and sale of the FDS Assets and the Prime Stock and the assumption of the FDS Liabilities hereunder (collectively, the "First Purchase and Assumption") shall take place at the offices of Hogan Xxxxxxx Xxxxxxx & Hartson L.L.P.Xxxxxxxx LLP, 8300 Greenxxxxx Drxxx425 Lexington Avenue, Xxite 1100New York, XxXxxxNew York, Xxxxxxxx xx xxxx xx xxxxxxxxxxx xxxxx xxx receipt or by facsimile transmission on the first Business Day of all third-party and governmental consents and approvals and the satisfaction Fiscal Month after the Fiscal Month in which the last of the conditions set forth in Article VII (other than conditions which are specified herein as conditions relating solely to the delivery of documents to be dated the First Closing Date) has been satisfied or on waived in accordance with the terms of this Agreement or at such other date or location as shall be mutually agreed by TMI, Parent and the Note Investors parties hereto jointly designate in writing (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 Closing, the parties shall execute and deliver (and cause their affiliates to execute and deliver) the Ancillary Agreements Purchaser shall, and the other certificates, documents and instruments contemplated hereby and thereby Sellers shall and shall consummate cause Prime to, deliver or cause to be delivered to each other (i) instruments of sale, assignment, transfer and conveyance of the FDS Assets, the Prime Stock and the FDS Liabilities, respectively (which shall be the First Closing Transactions. At Instrument of Assignment and Assumption), (ii) a receipt for the First ClosingFDS Purchase Price, Newco LP shall deliver and (iii) such other instruments as are necessary or appropriate to reflect any alternative arrangements described in Section 6.15, in each Existing Investorcase, to TMI Sub appropriately executed by the Sellers and to Parent Sub an executed copy of the Newco LP Agreement evidencing the Interest held by such personPurchaser. (c) At the First Closing, Newco LP will deliver the Purchaser shall pay the Estimated FDS Purchase Price (plus the amount of any interest thereon as set forth on and calculated in accordance with item 7 of the Estimated First Closing Statement) by wire transfer of immediately available funds (in U.S. dollars) prior 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 11:00 A.M. Eastern time on 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 Date to an account designated in writing specified by Newco FDS at least three business days (3) 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 NotesClosing Date. (d) At the First Closing, Newco LP will deliver to Parent Sub the Convertible Note to be purchased by Parent Sub in the form of a single Convertible Note dated the date of the First Closing and registered in Parent Sub's name against delivery by Parent Sub to Newco LP of the purchase price therefor, which shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the First Closing. (e) 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. (f) At the First Closing, Newco GP shall deliver to each Existing Investor, to each Note Investor, to TMI Sub and to Parent Sub an executed copy of the Newco GP Stockholders Agreement. (g) At Immediately following the First Closing, the following transactions Purchaser shall be deemed cause CEBA Bank to occur in issue to FDS Bank (or its assignee), and FDS Bank (or its assignee) shall purchase, the following order: CEBA Equity Interests, for a purchase price equal to one hundred dollars (1$100) The transactions contemplated payable by Section 1.1 hereof (including wire transfer of immediately available funds to an account or accounts specified by the conversion of Newco LLC into Newco LP); (2) The transactions contemplated by Section 1.2 hereof (including the purchase and sale of the Convertible Notes); Purchaser at least three (3) The transactions contemplated by Business Days prior to the Amended and Restated Sub Asset Sale Agreement; (4) The transfer by Parent to Parent Sub of the Parent Interest; (5) The issuance to TMI of the TMI Interest; (6) The transfer by TMI of the TMI Interest to TMI Sub; (7) The transactions contemplated by the TMI-Canadian License Co. Asset Sale Agreement; (8) The transfer by TMI of 800 shares (representing 80%) of the capital stock of Canadian License Co. to Canadian HoldcoFirst Closing Date.; (9) The transactions contemplated by the TMI-ULC Asset Sale Agreement; and (10) The transactions (other than (5) above) contemplated by the TMI-Newco Asset Sale Agreement.

The First Closing. (a) The closing (the “First Closing”) of the transactions contemplated by this Section 1 purchase and sale of the FDS Assets and the Prime Stock and the assumption of the FDS Liabilities hereunder (collectively, the "“First Closing"Purchase and Assumption”) shall take place at the offices of Hogan Xxxxxxx Xxxxxxx & Hartson L.L.P.Xxxxxxxx LLP, 8300 Greenxxxxx Drxxx425 Lexington Avenue, Xxite 1100New York, XxXxxxNew York, Xxxxxxxx xx xxxx xx xxxxxxxxxxx xxxxx xxx receipt or by facsimile transmission on the first Business Day of all third-party and governmental consents and approvals and the satisfaction Fiscal Month after the Fiscal Month in which the last of the conditions set forth in Article VII (other than conditions which are specified herein as conditions relating solely to the delivery of documents to be dated the First Closing Date) has been satisfied or on waived in accordance with the terms of this Agreement or at such other date or location as shall be mutually agreed by TMI, Parent and the Note Investors parties hereto jointly designate in writing (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 Closing, the parties shall execute and deliver (and cause their affiliates to execute and deliver) the Ancillary Agreements Purchaser shall, and the other certificates, documents and instruments contemplated hereby and thereby Sellers shall and shall consummate cause Prime to, deliver or cause to be delivered to each other (i) instruments of sale, assignment, transfer and conveyance of the FDS Assets, the Prime Stock and the FDS Liabilities, respectively (which shall be the First Closing Transactions. At Instrument of Assignment and Assumption), (ii) a receipt for the First ClosingFDS Purchase Price, Newco LP shall deliver and (iii) such other instruments as are necessary or appropriate to reflect any alternative arrangements described in Section 6.15, in each Existing Investorcase, to TMI Sub appropriately executed by the Sellers and to Parent Sub an executed copy of the Newco LP Agreement evidencing the Interest held by such personPurchaser. (c) At the First Closing, Newco LP will deliver the Purchaser shall pay the Estimated FDS Purchase Price (plus the amount of any interest thereon as set forth on and calculated in accordance with item 7 of the Estimated First Closing Statement) by wire transfer of immediately available funds (in U.S. dollars) prior 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 11:00 A.M. Eastern time on 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 Date to an account designated in writing specified by Newco FDS at least three business days (3) 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 NotesClosing Date. (d) At the First Closing, Newco LP will deliver to Parent Sub the Convertible Note to be purchased by Parent Sub in the form of a single Convertible Note dated the date of the First Closing and registered in Parent Sub's name against delivery by Parent Sub to Newco LP of the purchase price therefor, which shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the First Closing. (e) 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. (f) At the First Closing, Newco GP shall deliver to each Existing Investor, to each Note Investor, to TMI Sub and to Parent Sub an executed copy of the Newco GP Stockholders Agreement. (g) At Immediately following the First Closing, the following transactions Purchaser shall be deemed cause CEBA Bank to occur in issue to FDS Bank (or its assignee), and FDS Bank (or its assignee) shall purchase, the following order: CEBA Equity Interests, for a purchase price equal to one hundred dollars (1$100) The transactions contemplated payable by Section 1.1 hereof (including wire transfer of immediately available funds to an account or accounts specified by the conversion of Newco LLC into Newco LP); (2) The transactions contemplated by Section 1.2 hereof (including the purchase and sale of the Convertible Notes); Purchaser at least three (3) The transactions contemplated by Business Days prior to the Amended and Restated Sub Asset Sale Agreement; (4) The transfer by Parent to Parent Sub of the Parent Interest; (5) The issuance to TMI of the TMI Interest; (6) The transfer by TMI of the TMI Interest to TMI Sub; (7) The transactions contemplated by the TMI-Canadian License Co. Asset Sale Agreement; (8) The transfer by TMI of 800 shares (representing 80%) of the capital stock of Canadian License Co. to Canadian HoldcoFirst Closing Date.; (9) The transactions contemplated by the TMI-ULC Asset Sale Agreement; and (10) The transactions (other than (5) above) contemplated by the TMI-Newco Asset Sale Agreement.

The First Closing. (a) The closing of the transactions contemplated by this Section 1 purchase and sale of the First Closing Shares (the "First ClosingFIRST CLOSING") ), shall take place at the offices of Hogan & Hartson L.L.P.the Investors' counsel: (i) at 10:00 am., 8300 Greenxxxxx Drxxx, Xxite 1100, XxXxxx, Xxxxxxxx xx xxxx xx xxxxxxxxxxx xxxxx xxx receipt local time on the latest of: (A) the earlier of all third-party the date: (1) five business days after the Investors receive notice from CDRD that the FCC has adopted the Pioneer's Preference Order or (2) on which the funds placed in the Escrow Account (as defined below) are released in accordance with the terms and governmental consents conditions of the Escrow Agreement (as defined below) in connection with a Winning Bid; and (B) the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and approvals and the satisfaction of other conditions which are specified herein as conditions applicable to the First Closing shall be fulfilled or waived in accordance herewith; or (ii) at such other time and place and/or on such other date as shall be mutually agreed by TMI, Parent all of the Investors and the Note Investors (the "First Closing Date")CDRD may agree. The parties shall use all reasonable efforts to consummate date on which the First Closing Transactions occurs is referred to herein as soon as practicablethe "FIRST CLOSING DATE." (b) At On the First Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the Ancillary Agreements and the other certificatesDate, documents and instruments contemplated hereby and thereby and shall consummate the First Closing Transactions. At the First Closing, Newco LP CDRD shall deliver to each Existing Investor, to TMI Sub Investor certificates (with the number of and to Parent Sub an executed copy denomination of the Newco LP Agreement evidencing the Interest held such certificates designated by such person. (cInvestor) At representing the First ClosingClosing Shares and, Newco LP will deliver if Warrants are then issuable pursuant to each Note Investor the Convertible Note(s) to be Section 3.2, such Warrants, purchased by such Note Investor under this Agreement registered in the form name of a single Convertible Note such Investor (or its nominee) or deposit such greater First Closing Shares and Warrants, if any, into accounts designated by such Investor, and such Investor shall deliver, or cause to be delivered, to CDRD the Purchase Price for the 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 Shares and, if Warrants are then issuable pursuant to Section 3.2, such Note Investor's name against delivery Warrants, purchased by such Note Investor to Newco LP of the purchase price thereforunder this Agreement, which shall be paid by wire transfer in immediately available funds, to an such account designated as CDRD designates in writing by Newco at least three to the Investors not later than 2 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.Closing Date; provided (dc) At the First Closing, Newco LP will deliver to Parent Sub the Convertible Note to be purchased by Parent Sub in the form of a single Convertible Note dated the date of On the First Closing and registered in Parent Sub's name against delivery by Parent Sub to Newco LP of the purchase price thereforDate, which CDRD shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the First Closing. (e) 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. (f) At the First Closing, Newco GP shall deliver to each Existing Investor, to each Note Investor, to TMI Sub and to Parent Sub an executed copy of the Newco GP Stockholders Agreement. (g) At the First Closing, pay the following transactions shall be deemed to occur in the following orderfees: (1i) The transactions contemplated by Section 1.1 hereof (including the conversion of Newco LLC into Newco LP); (2) The transactions contemplated by Section 1.2 hereof (including the purchase and sale fees of the Convertible Notes); (3) The transactions contemplated by the Amended and Restated Sub Asset Sale Agreement; (4) The transfer by Parent to Parent Sub of the Parent Interest; (5) The issuance to TMI of the TMI Interest; (6) The transfer by TMI of the TMI Interest to TMI Sub; (7) The transactions contemplated by the TMI-Canadian License Co. Asset Sale Agreement; (8) The transfer by TMI of 800 shares (representing 80%) of the capital stock of Canadian License Co. to Canadian Holdco.; (9) The transactions contemplated by the TMI-ULC Asset Sale AgreementEscrow Agent; and (10ii) The transactions (other than (5) above) contemplated a funding fee to each Investor in the amount of 2% of the aggregate amount of the Purchase Price paid or payable by such Investor for the TMI-Newco Asset Sale First Closing Shares and Warrants, if any, which funding fee shall be paid directly or from amounts held under the Escrow Agreement in accordance with the terms and conditions of the Escrow Agreement.