Subscription Closing definition

Subscription Closing shall have the meaning given to it in Section 2(a) hereof.

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Subscription Closing has the meaning set forth in Section 3.1.

Subscription Closing means closing of the subscription, issue and allotment of the Subscription Shares in accordance with the provisions of the Share Sale and Subscription Agreement;

Examples of Subscription Closing in a sentence

• All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Subscription Closing.

• The Shares are not, and following the Transaction Closing and the Subscription Closing will not be, subject to any Transfer Restriction.

• At the Subscription Closing, the parties hereto shall execute and deliver or cause to be executed and delivered such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

• At the Subscription Closing, the parties hereto shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further action as may be reasonably necessary to consummate the transactions contemplated by this Subscription Agreement.

• This Subscription Agreement may be amended in writing by the parties hereto at any time prior to the Subscription Closing.

• Prior to the Subscription Closing, each of the parties agrees to promptly notify the other parties if (i) any of such party’s acknowledgments, understandings, agreements, representations and warranties (other than any such representations and warranties that are qualified by materiality) made herein are no longer accurate in any material respect or (ii) any of such party’s representations and warranties made herein that are qualified by materiality are no longer accurate in any respect.

• The representations, warranties and covenants of the Company and the Subscriber shall survive the execution and delivery hereof and the Subscription Closing until the second anniversary of the Closing Date.

• The Subscription Closing shall occur on the date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”).

• Subscriber will have sufficient funds to pay the Purchase Price at the Subscription Closing.

• Prior to the Subscription Closing, each party hereto agrees to promptly notify the other party hereto if any of the acknowledgments, understandings, agreements, representations and warranties of such party set forth herein are no longer accurate in all material respects.

More Definitions of Subscription Closing

Subscription Closing shall have the meaning given to it in Section 2(a)(i) of this Agreement.

Subscription Closing completion of the subscription, issue and allotment of the Cisco Subscription Shares and the Macromedia Subscription Shares upon the terms and subject to the conditions set out in this Agreement;

Subscription Closing has the meaning assigned to such term in Section 2(b).

Subscription Closing means the completion of the Subscription.

Subscription Closing shall occur on the Closing Date and concurrently with the Closing. At least five (5) business days before the Company reasonably anticipates the Closing will occur, the Company shall deliver written notice to the Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) business days prior to the Closing Date set forth in the Closing Notice, the Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Acquired Shares to the Subscriber, including, without limitation, the legal name of the person in whose name the Acquired Shares are to be issued and a duly completed and executed Internal Revenue Service (“IRS”) Form W-9 or appropriate Form W-8. The Subscriber shall deliver to the Company, on or prior to the date that immediately precedes the Closing Date,1 to be held in escrow until the Subscription Closing, the Purchase Price in cash via wire transfer of United States dollars in immediately available funds to the account specified in the Closing Notice, such funds to be held by the Company in escrow until the Subscription Closing.