Transactions Closing Clause Samples
The "Transactions; Closing" clause defines the procedures and requirements for finalizing a transaction between parties, typically in the context of a sale, merger, or acquisition. It outlines the steps that must be completed before the transaction is officially closed, such as the delivery of documents, payment of funds, and satisfaction of any conditions precedent. This clause ensures that both parties understand the sequence of events and obligations necessary to complete the deal, thereby reducing the risk of misunderstandings or disputes at the critical closing stage.
Transactions Closing. 8.1. We may accept closure of open Transactions outside our Quoting Hours dependent upon the market (i.e. where the relevant market is suspended or not available for whatever reason) but are not obliged to do so. You should close the Transactions during the Quoting Hours.
8.2. Opening of an opposing Transaction will not automatically close, wholly or in part, an existing Transaction. You must specifically close an open Transaction yourself.
8.3. In certain circumstances and in accordance with the Agreement, we will be entitled or may be required to close any of your open Transactions prior to the Expiry Date notwithstanding that your account is not in deficit. Normally, all Transactions still open on their Expiry Date will be automatically settled at the relevant price as outlined in the Market Information, Unless market conditions dictate otherwise. If the Expiry Date of a Transaction is not a recognised business day of the relevant Underlying Market, then the business day immediately preceding that stated will be considered as the Expiry Date unless an alternative is specifically stated in the Market Information or we notify you otherwise.
8.4. Open Transactions will automatically close on their Expiry Date (as are detailed in the Market Information) and any subsequent closing of any such Transaction by you (whether or not accepted in error by us) will be void.
8.5. On the Expiry Date of a Transaction with a specific expiry date, the settlement price will be based on the closing Bid or Offer price of the Underlying Market plus or minus our spread on that Transaction, depending on your Transaction.
8.6. If the Expiry Date is during a period of low liquidity in the Underlying Market, we may settle the Transaction at the price achieved by removing our hedge on the relevant Transaction during the course of the final business day of the relevant Expiry Date plus or minus our relevant spread or at the closing Bid/Offer price in the relevant Underlying Market plus or minus our relevant spread.
8.7. It may be that under certain Underlying Market conditions we are not able to close a single Transaction with sizeable market consideration in full at one price, then we may close such Transaction at a price reflecting the price at which we are able to transact any relevant underlying hedge.
Transactions Closing. Pre-Closing Actions 25 Section 2.2. The Mergers 28 Section 2.3. Effect of the Mergers on Issued Securities of SPAC, Merger Sub 1 and Merger Sub 2 29 Section 2.4. Closing Deliverables 31 Section 2.5. Cancellation of SPAC Equity Securities and Disbursement of Merger Consideration 32 Section 2.6. Further Assurances 33 Section 2.7. Dissenter’s Rights 33 Section 2.8. Withholding 34 Section 3.1. Organization, Good Standing and Qualification 34 Section 3.2. Subsidiaries 35 Section 3.3. Capitalization of the Company 35 Section 3.4. Capitalization of Subsidiaries 36 Section 3.5. Authorization 37 Section 3.6. Consents; No Conflicts 38 Section 3.7. Compliance with Laws; Consents; Permits 38 Section 3.8. Tax Matters 41 Section 3.9. Financial Statements 42 Section 3.10. Absence of Changes 43 Section 3.11. Actions 43 Section 3.12. Undisclosed Liabilities 43 Section 3.13. Material Contracts and Commitments 43 Section 3.14. Title; Properties 44 Section 3.15. Intellectual Property Rights and Data 46 Section 3.16. Privacy and Cybersecurity 49 Section 3.17. Labor and Employee Matters 51 Section 3.18. Brokers 52 Section 3.19. Environmental Matters 52 Section 3.20. Insurance 52 Section 3.21. Company Related Parties 53 Section 3.22. Proxy/Registration Statement 53 Section 3.23. No Additional Representations or Warranties ARTICLE IV 53
Transactions Closing. The Transactions shall have closed.
Transactions Closing. Section 2.1. Pre-Closing Actions
Transactions Closing. 14 Section 2.1 Transactions ........................................................................................................ 14 Section 2.2 Closing; Payment of Purchase Price ................................................................... 14 Section 2.3
Transactions Closing