Transactions at the Second Closing Sample Clauses

Transactions at the Second Closing. Subject to the terms of this Agreement and to the condition that the First Closing shall have been effected, the Parent shall cause the Seller at the Second Closing to do and perform the following actions and to deliver the following documents, and the Acquiror shall do and perform the following actions and cause the Buyers at the Second Closing to do and perform the following actions and to deliver the following documents. At the Second Closing, the following events shall occur, each event being (i) conditioned on the occurrence or waiver of each other event and (ii) deemed, except as otherwise provided in subsection (b) of this Section, to occur simultaneously with each other event:
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Transactions at the Second Closing. The New Notes and the Amended Notes will automatically be converted into shares of Series B Stock at a closing (the "Second Closing") to occur (the "Second Closing Date") as soon as reasonably practicable following the satisfaction or waiver of the conditions set forth in Articles 5 and 7. The Second Closing shall take place at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000. At the Second Closing, the Company shall deliver to each Purchaser duly executed certificates representing the shares of Series B Stock into which the New Notes and Amended Notes are converted. Each certificate shall be registered in the name of such Purchaser or its nominees, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Encumbrance, and shall be delivered against delivery by the Purchasers of the New Notes and Amended Notes.
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Transactions at the Second Closing. On the Second Closing Date the Second Closing Purchasers severally (and not jointly) shall purchase and acquire from the Company, and the Company shall issue and sell to each such Second Closing Purchaser, such number of shares of Series B Preferred Stock as are set forth opposite such Second Closing Purchaser's name on the Schedule 2.2 hereto for an aggregate purchase price of $11,000,000 (the "Second Purchase Pric ). At the Second Closing, the Company shall deliver to each Second Closing Purchaser duly executed certificates representing the number of shares of Series B Preferred Stock set forth opposite such Second Closing Purchaser's name, each registered in the name of such Second Closing Purchaser or its nominees, against payment by each such Second Closing Purchaser of the portion of the Second Purchase Price payable in respect thereof as set forth opposite such Second Closing Purchaser's name on Schedule 2.2 hereto by wire transfer of immediately available funds to an account designated in a notice delivered by the Company not later than one Business Day prior to the Second Closing Date.
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Transactions at the Second Closing. At the Second Closing, (a) the Management Stockholders identified on Schedule 3.4 will sell, transfer, assign, convey and deliver to General Dynamics all right, title and interest in and to the shares of Common Stock held by them and indicated on Schedule 3.4 and will deliver to General Dynamics stock certificates representing such shares of Common Stock, each such certificate endorsed in blank or accompanied by duly executed assignment documents, and (b) General Dynamics will deliver to each such Management Stockholder, by cashiers' or certified check or by wire transfer of immediately available funds, the portion of the Purchase Price payable to such Management Stockholder as determined in accordance with the provisions of this Agreement.
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Transactions at the Second Closing. Subject to the terms of ---------------------------------- this Agreement and to the condition that the First Closing shall have been effected, the Parent shall cause the Seller Halliburton Company Agreement and Plan of Recapitalization at the Second Closing to do and perform the following actions and to deliver the following documents, and the Acquiror shall do and perform the following actions and cause the Buyers at the Second Closing to do and perform the following actions and to deliver the following documents. At the Second Closing, the following events shall occur, each event being (i) conditioned on the occurrence or waiver of each other event and (ii) deemed, except as otherwise provided in subsection (b) of this Section, to occur simultaneously with each other event:
Sample 1
Transactions at the Second Closing. At the Second Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
Sample 1

Related to Transactions at the Second Closing

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Actions at the Closing At the Closing:

  • Transactions at Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Transactions to be Effected at the Closing (a) At the Closing, Buyer shall:

  • Delivery of the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

  • Documents at Closing At the Closing, the following documents shall be delivered:

  • Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

  • Actions at Closing At the Closing, the following actions will take place:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

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