Examples of Equity Closing Date in a sentence
Commencing after the expiration of 12 months following the Alternative Equity Closing Date (as hereinafter defined), but not prior thereto, the shares of Series A Preferred Stock shall be convertible, in whole or in part, at the option of the holder thereof and upon notice to the Corporation as set forth in Subsection 4(b), into fully paid and nonassessable shares of Common Stock and such other securities and property as hereinafter provided.
The Parties acknowledge and agree that as of the Initial Equity Closing Date, the Properties situated in Belgium and Switzerland shall constitute Deferred Assets for purposes of this Agreement.
As provided in SECTION 9.2 and SECTION 9.3, $2,500,000 of the Year One AT Fee and $2,500,000 of the Year One Media Fees shall all be payable to Snap in shares of the Company's Common Stock (the "Shares"), valued at $10.00 per Share, on November 3, 1999, or such later date as Snap and the Company shall mutually agree (the "Equity Closing Date").
On the Equity Closing Date, the Company agrees to execute and deliver to Snap a registration rights agreement reasonably acceptable to Snap that provides Snap with piggyback registration rights that are subject to the limitations on priority of registration permitted under the Company's existing registration agreements.
On or prior to the Equity Closing Date, the Company and Snap shall negotiate in good faith and execute a Stock Transfer Agreement governing the transfer of the Shares, which agreement shall contain standard representations, warranties, covenants and other terms and conditions reasonably satisfactory to both Snap and the Company.
No Legal Proceeding shall have been instituted or threatened before a court or other Governmental Entity to restrain or prohibit or materially delay any of the transactions contemplated hereby, and the Company shall have delivered to Purchaser a certificate from the Secretary of the Company, dated the Equity Closing Date, to such effect.
Each of the First Unit Closing, the Second Unit Closing, if any, and the Common Equity Closing, if any, shall take place at the offices of Company Counsel, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, on the First Unit Closing Date, Second Unit Closing Date and Common Equity Closing Date, respectively, or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree.
The Company will be required to redeem all of the outstanding Preference Shares, at a redemption price equal to the Liquidation Preference, payable in cash on the eighth anniversary of the Equity Closing Date.
At least ten (10) days prior to the expected Equity Closing Date, the Company shall prepare and deliver to Parent a written statement, dated as of the date of delivery, setting forth the Company’s good faith estimate of the Company Debt, the Closing Costs and the Purchase Price Adjustment as of the Equity Closing Date, prepared in reasonable detail as requested by Parent (the “Closing Statement”) in the form of Exhibit B.
MNG shall have delivered to Hearst an officer’s certificate, dated as of the Equity Closing Date and duly executed, in form and substance reasonably satisfactory to Hearst, to the effect that the conditions set forth in Section 7.3(e) and Section 7.3(f) have been satisfied.