Examples of Stage II Closing in a sentence
Notwithstanding any provision to the contrary in this Article VIII or the Investment Agreement, prior to the earlier date to occur of the Stage II Closing Date or the first anniversary of the Stage I Closing Date, no Partner shall have the right to transfer any of the Partnership Interest in the Company held by such Partner, except to a Wholly-Owned Subsidiary of such Partner made in accordance with the provisions of Section 8.2(a) below or to an Affiliate of such Partner pursuant to Section 8.2(b) below.
The representations and warranties of Heartland and CS Wireless contained in this Agreement shall be complete and correct in all material respects when made and at the Stage II Closing Date (except to the extent that such representations and warranties relate specifically to an earlier date).
Each of Heartland and CS Wireless shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by each of them prior to or on the Stage II Closing Date.
On the Stage II Closing Date, the Stage II Transactions shall (A) be permitted by the laws and regulations of each jurisdiction or Governmental Authority, including, without limitation, the FCC, to which Heartland or CS Wireless or any of their respective affiliates, as the case may be, is subject, and (B) not violate any applicable law or regulation.
At the Stage II Closing, Xxxx Atlantic shall contribute to the Partnership the Xxxx Atlantic Indebtedness associated with the Xxxx Atlantic Wireless Business in an amount not to exceed the Cellco Stage II Debt Cap.
Any adjustments and prorations made at any Stage II Closing shall be made in cash, Units and/or Preferred Stock to the applicable Contributors, in such amount, and with respect to such Contributor, in such proportion, and in such type of Consideration (i.e., cash, Units and Preferred Stock) as is set forth on SCHEDULE 17.2 hereto.
The consummation of the IPO may occur at any time following (i) the Stage II Closing, if Xxxx Atlantic is the initiating party, or (ii) the third anniversary of the Stage I Closing, if Vodafone is the initiating party.
Upon notice from the Company, the Investors are obligated to purchase, and the Company is obligated to issue, an additional 263,178 shares of Series A-1 at the Stage II Closing in exchange for cash proceeds of $21.4 million and an additional 263,180 shares of Series A-1 at the Stage III Closing in exchange for cash proceeds of $21.4 million.
Any adjustments and prorations with respect to the Stage I Properties which are finalized subsequent to the Stage I Closing shall be made on the earlier of (i) the initial Stage II Closing or (ii) May 30, 2000 and if such adjustments and prorations are finalized after the later of such dates, shall be made within ten (10) days after being so finalized.
The Parties shall cause PrimeCo PCS, L.P. to dispose, subject to the contribution of the Xxxx Atlantic Conveyed Assets at the Stage II Closing, of substantially all of the assets and liabilities thereof pursuant to Section 2.6.2 and to promptly distribute the proceeds from each such disposition to the partners thereof in proportion to their respective ownership interests.