Third Closing Date Sample Clauses

Third Closing Date. The Transferee shall pay the Third Installment of the Purchase Price pursuant to Section 3.2.3 and Section 3.3 hereof to the Transferors (the “Third Closing”). The day of payment of the Third Installment of Purchase Price shall be the third closing date (the “Third Closing Date”).

Third Closing Date. The Closing of the purchase and sale of the Third Convertible Debenture shall take place at 10:00 a.m. Eastern Daylight Time on the 1st business day following the date the Registration Statement is declared effective by the SEC, subject to notification of satisfaction of the conditions to the Third Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor (the “Third Closing Date”)).

Third Closing Date. The words “within one hundred and eighty (180) days after the First Closing” in Section 2.5 of the CNA shall be deleted and replaced in their entirety with the following words: “on December 29, 2015”.

Third Closing Date. The obligation of the Company hereunder to issue and sell the Notes to each Buyer at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have delivered to the Company the Purchase Price for the NOTES being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Third Closing Date.

Third Closing Date. The obligation of each Buyer hereunder to purchase the Third Notes at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have executed and delivered to such Buyer the Note Certificates (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Third Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinions of the Company's counsel dated as of the Third Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit H-1 and Exhibit H-2 attached hereto. (iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the Third Closing Date and the Company shall cause its transfer agent to deliver a letter to such Buyer to that effect. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Third Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Minnesota within 10 days of the Third Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company dated as of the Third Closing Date, as to (i) the resolutions described in Section 3 as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in efxxxx xx xxx Xxxxx Xxxxxxx, xx xxx xxxx xxxxxxxx xxxxto as Exhibit J. (vii) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Thi...

Third Closing Date. The Third Closing comprising the purchase ------------------ by the Purchasers and sale by the Company of 3,000,000 Series A Shares shall be held at the offices of Xxxx Xxxx Xxxx and Freidenrich, 000 Xxxxxxxx Xxxxxx, Palo Alto, California 94301 on February 6, 1997, or at such other time and place as the Company and the Purchasers may agree in writing.

Third Closing Date. The date and time of the Third Closing (the “Third Closing Date”, and together with the First Closing Date and the Second Closing Date, each a “Closing Date”) shall be 10:00 a.m., New York City time, on May 24, 2021 (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Third Closing set forth in Sections 6 and 7 below, at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The location of the Third Closing may be undertaken remotely by electronic transfer of Third Closing documentation upon mutual agreement among the Company and the Buyers.

Third Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties set forth herein, Lessees agree to sell to the Owner Trustee, and the Owner Trustee agrees to purchase from Lessees, on the third Closing Date the Group of Equipment described in the Interim Lease Supplement executed and delivered on such Closing Date and in connection therewith, the Owner Trustee agrees to pay to Lessees the Equipment Cost for such Group of Equipment. On the third Closing Date, Lessees shall deliver such Group of Equipment to the Owner Trustee, and the Owner Trustee shall accept such delivery.

Third Closing Date. The date and time of the Third Closing (the "Third Closing Date", and together with the First Closing Date and the Second Closing Date, each a "Closing Date") shall be 1:00 p.m., New York City time, on a date determined by the Company, in its sole discretion, provided that the Third Closing Date shall (i) not be earlier than March 16, 2021, nor later than the earlier of (1) the closing of the Merger (as defined in the Merger Agreement) and (2) the termination of the Merger Agreement and (ii) not be earlier than the tenth (10th) calendar day following written notice of such determination provided to each Buyer by the Company, after notification of satisfaction (or waiver) of the conditions to the Third Closing set forth in Sections 6 and 7 below, at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The location of the Third Closing may be undertaken remotely by electronic transfer of Third Closing documentation upon mutual agreement among the Company and the Buyers.

Third Closing Date. As a condition to and on the Third Closing Date, the following events shall occur: (a) E&W and EW Common, as the case may be, shall deliver to Company a xxxx of sale conveying the Gaming Assets and Inventory to Company. (b) The Interim Casino Lease shall be terminated unless sooner terminated pursuant to its terms. (c) The Interim Hotel Lease shall be terminated unless sooner terminated pursuant to its terms. (d) E&W and EW Common, as the case may be, shall assign all of the Operating Contracts to Company and Company shall assume all of the Operating Contracts. (e) Company shall assume the Current Liabilities of E&W and EW Common, as the case may be, to be agreed upon by the Venturers. (f) E&W shall convey to Company Current Assets to be agreed upon by the Venturers in an amount equal to Current Liabilities conveyed pursuant to Section 2.5(e), but in any event E&W shall retain the Positive Working Capital. (g) Company shall have obtained an audit of the Balance Sheet as of the First Closing Date and delivered to Company pursuant to Section 2.7.