Examples of Deferred Closing Date in a sentence
At the time the Purchaser was offered the Shares and Warrants it was, at the date hereof it is, on each of the Closing Date and Deferred Closing Date it will be, and on each date on which it exercises Warrants it will be, either (i) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act.
The Shares and the Warrants issuable on each of the Closing Date and the Deferred Closing Date, as the case may be, have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description of the Common Stock set forth in the Company’s Form 8-A filed with the Commission on May 13, 1993 (the “Form 8-A”).
After the date of this Agreement, Seller and Purchaser shall cooperate promptly and in good faith in preparing the transition of the Purchaser Employees, as applicable, from coverage under the Business Benefit Plans to coverage under the Purchaser Benefit Plans and/or the Miraclon Entity Benefit Plans in accordance with this Section 5.6 effective as of the Closing Date or the Deferred Closing Date, as applicable.
During the period commencing on the Closing Date or the Deferred Closing Date, to the extent applicable, and ending on the first anniversary of the Closing Date or the Deferred Closing Date, to the extent applicable, Purchaser shall or shall cause its Affiliates to maintain the Employment Terms for each Purchaser Employee during their employment with Purchaser or any of its Affiliates.
Effective as of the Closing Date or the Deferred Closing Date, as applicable, each non-Business Employee who is a participant in any Purchaser Assumed Benefit Plan, if any, shall cease to accrue benefits under and be an active participant in any such Purchaser Assumed Benefit Plan.