At the Closing. (i) Silver, Xxxxxxxx and Taff, L.L.P. shall deliver to the Company the certificates, minute book, documents, and other materials theretofore held in escrow from the Closing in Escrow; (ii) the Shareholders shall deliver to the Company updated consents, waivers and authorizations as referred to in Section 1.2(a)(iii) above, updated Certificates of Good Standing as referred to in Section 1.2(a)(v) above, updated certificates, dated the Closing Date, required pursuant to Sections 7.2(a) and 7.2(b) below, and an updated opinion of counsel as referred to in Section 1.2(a)(vii) above; and (iii) the Company shall deliver the Purchase Price to the Shareholders (less the Maximum Earn-Out, which shall be payable to the Shareholders pursuant to the terms of Section 1.3 above, and with the Company Stock collateralized against the Shareholder Loan being delivered to the Company as appropriate).
At the Closing. (i) Silver, Xxxxxxxx and Taff, L.L.P. shall deliver to the Company the xxxx of sale, instruments of assignment and assumption, transfer documents, and other documents and materials theretofore held in escrow from the Closing in Escrow; (ii) the Business Contribution Member and the Shareholders shall deliver to the Company updated certificates, dated the Closing Date, required pursuant to Sections 7.2(a) and 7.2(b) below, and an updated opinion of counsel as referred to in Section 1.3(a) above; and (iii) the Company shall deliver the Purchase Price to the Business Contribution Member (less the Maximum Earn-Out, which shall be payable to the Business Contribution Member pursuant to the terms of Section 1.4 above, and with the Company Stock collateralized against the Business Contribution Member Loan being delivered to the Company as appropriate). At Closing, Company, Business Contribution Member, Shareholders and Specific Company Subsidiary shall also take all additional steps as may be necessary or appropriate to deliver the Assets to the Specific Company Subsidiary, have the Specific Company Subsidiary assume the Assumed Liabilities, and put the Specific Company Subsidiary in physical possession and operating control of the Business and all of the Assets.
At the Closing. (x) the Company shall issue and deliver to each Purchaser (i) a stock certificate, registered in the name of such Purchaser and free of all restrictive legends, representing the number of shares of Common Stock (the shares of Common Stock issued and sold to the Purchasers hereunder are collectively, the "Shares") equal to the quotient obtained by dividing (a) the purchase price set forth below such Purchaser's signature to this Agreement by (b) $4.60, or, for Purchasers who provide the necessary account information to the Company, the Company shall issue and deliver such Shares in a balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System, (ii) a warrant in the form of Exhibit A hereto (the "Warrant"), registered in the name of such Purchaser, pursuant to which the Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's signature to this Agreement, (iii) a prospectus supplement with respect to the Registration Statement (as defined in Section 2(e)) reflecting the sale of the Securities (the "Supplement"), and (iv) the legal opinion of the Company's outside counsel substantially in the form of Exhibit B; and (y) each Purchaser shall deliver to the Company the purchase price set forth below such Purchaser's signature to this Agreement, in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose.
Examples of At the Closing in a sentence
At the Closing, all of those books and records will be in the possession of the Company.
At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.
At the Closing Date and on each Option Closing Date, the Commission has not issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
At the Closing Date, the Commission has not issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $3,000.00 for Buyer’s legal fees and due diligence fee.
More Definitions of At the Closing
At the Closing. This phrase assigns a specific time and place to the obligation.
At the Closing. (x) the Company shall issue and deliver to each Purchaser (i) a stock certificate, registered in the name of such Purchaser and free of all restrictive legends, representing the number of shares of Common Stock (the shares of Common Stock issued and sold to the Purchasers hereunder are collectively, the "Shares") equal to the quotient obtained by dividing (a) the purchase price set forth below such Purchaser's signature to this Agreement by (b) $3.00, or, for Purchasers who provide the necessary account information to the Company, the Company shall issue and deliver such Shares in a balance account with The Depository Trust Company through its Deposit Withdrawal Agent Commission System, (ii) a prospectus supplement with respect to the Registration Statement (as defined in Section 2(g)) reflecting the sale of the Shares (the "Supplement"), and (iii) the legal opinion of the Company's outside counsel in the form of Exhibit A; and (y) each Purchaser shall deliver to the Company the purchase price set forth below such Purchaser's signature to this Agreement, in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose.
At the Closing. (i) the parties shall exchange the documents referred to in Article IX; (ii) Sub shall make the payments of cash to the holders of DMFC Common Stock and DMFC Preferred Stock listed on Schedule 2.10(b) and to the Paying Agent, on behalf of all other holders of DMFC Common Stock and DMFC Preferred Stock (other than Electing Shareholders) required by Section 2.10(b), by wire transfer of immediately available funds; and (iii) Purchasers shall cause the Articles of Merger to be filed for record with the Department.
At the Closing. (i) Silver, Freedman and Taff, L.L.P. shall delivxx xx xxe Company the certificates, minute book, documents, and other materials theretofore held in escrow from the Closing in Escrow; (ii) the Shareholder shall deliver to the Company updated consents, waivers and authorizations as referred to in Section 1.2(a)(iii) above, updated Certificates of Good Standing as referred to in Section 1.2(a)(v) above, updated certificates, dated the Closing Date, required pursuant to Sections 7.2(a) and 7.2(b) below, and an updated opinion of counsel as referred to in Section 1.2(a)(vii) above; (iii) the Company shall deliver the Purchase Price to the Shareholder; and (iv) the Company and the Shareholder will enter into a mutually agreeable lease for the facilities currently being used by the Corporation, which facilities are currently owned by the Shareholder and leased to the Corporation (the Company acknowledging that the current annual net rent of $72,000 is a reasonable lease rate for such facilities located at 206 Front Street, Brooklyn, New York).
At the Closing. (a) CIGR shall deliver to Nathaniel an Assignment of the Membership Interest in the form attachex xxxxxx as Exhibit A; and (b) Nathaniel shall deliver to CIGR the Purchase Price amount of Eight Milxxxx, Xxx Hundred Fifty Eight Thousand Eight Hundred Fifty Five and 12/100 Dollars ($8,658,855.
At the Closing. (i) each of the Partnership and the General Partner shall deliver (a) the Amended and Restated Partnership Agreement, (b) the Amended Distribution Agreement, (c) certificates representing the Class A Interest issued in the name of the Class A Limited Partner, (d) the agreement of the Shareholders set forth in Section 5, and (e) an opinion of Xxxxxxxx & Knight, P.C., counsel for the Partnership, dated the Closing Date, in the form attached hereto as Exhibit D; and (ii) each of T2 and the Class A Limited Partner shall deliver (a) the Amended Distribution Agreement, (b) the Amended and Restated Partnership Agreement, (c) an opinion of Xxxxxx Xxxxxxxxxx LLP, counsel for each of T2 and the Class A Limited Partner, dated the Closing Date, in the form attached hereto as Exhibit E; and (d) the initial payment of the purchase price for the Class A Interest of $666,667 in immediately available funds.
At the Closing. Sellers shall: