2Closing. At the Closing, the Issuer shall provide the Investor with evidence that the Shares have been recorded in book-entry form on the Company’s register of stockholders maintained by its transfer agent, American Stock Transfer & Trust Company, LLC in the Investor’s or its nominee’s name.
2Closing. Pursuant to the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) will take place by electronic exchange of documents at 10:00 a.m., Eastern time, on a date which shall be no later than three Business Days after the satisfaction or waiver (subject to applicable law) of all of the conditions set forth in Article VII hereof (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), unless another date, time or place is agreed to in writing by IBTX and SouthState. The date on which the Closing occurs is referred to as the “Closing Date.”
2Closing. The consummation of the Acquisition and the other transactions contemplated hereby (the “Closing”) will take place by the reciprocal delivery of closing documents by electronic mail, regular mail, fax or any other means mutually agreed upon by the parties on the day on which the last of the conditions to closing contained in Article VII of this Agreement (other than any conditions that by their nature are to be satisfied at the Closing) are satisfied or waived in accordance with this Agreement or such other date as the Buyer and the Sellers may mutually determine (the date on which the Closing actually occurs is referred to as the “Closing Date”).
2Closing. (a)The Initial Closing shall occur at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 immediately following the Offering Closing.
2Closing. (a)The consummation of the Purchase (the “Closing”) shall take place at 10:00 a.m. New York time, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, on the first Business Day after the earlier of (i) the date on which the Vantiv Parties deliver to the Fifth Third Parties a true and complete copy of the 2.7 Announcement, along with written (including email) confirmation that such announcement will be published the following Business Day, provided, that, the 2.7 Announcement actually is so published not later than 9:00 a.m. New York time on such following Business Day and (ii) publication of the 2.7 Announcement (or such other Business Day as the parties may hereafter agree in writing). “Business Day” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law or executive order to close and the date of the Closing is herein called the “Closing Date”. (b)At the Closing, Fifth Third shall (i) deliver to Holding and the Corporation an executed Exchange Notice (as defined in the Exchange Agreement) in respect of the Exchange Units and the Exchange Shares and (ii) constructively deliver to Holding and the Corporation (A) the Exchange Units, free and clear of any mortgage, pledge, security interest, encumbrance, charge or other lien, whether arising by contract or by operation of law (“Encumbrances”), other than those Encumbrances imposed by the LLC Agreement, the Exchange Agreement, any other governing document of the Corporation or Holding and/or applicable federal and state securities laws and the rules and regulations promulgated thereunder and any Encumbrances imposed by the Corporation and (B) (immediately following the issue thereof to Fifth Third) the Purchase Shares and (iii) deliver the written resignation of the Class B Director (as defined in the Certificate of Incorporation of the Corporation) from the Board. (c)At the Closing, the Corporation shall (i) issue and constructively deliver to Fifth Third the Purchase Shares, free and clear of any Encumbrance, other than those Encumbrances imposed by the LLC Agreement, the Exchange Agreement, any other governing document of the Corporation or Holding and/or applicable federal and state securities laws, and (ii) make a cash payment to Fifth Third in an amount equal to $1,267,351,600, which represents 2 the number of Purchase Shares multiplied by the Per Share Purchase Price (the “Ag...
2Closing. Upon delivery of this executed Agreement, the Company will cause the cancellation of the Debt to be reflected in the books and record of the Company, and will deliver to Esenjay, at the address set forth on the signatory page, a stock certificate representing the number of Shares to which Esenjay is entitled to as a result of the Debt Conversion.
2Closing. The closing of the Warrant Issuance (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000, immediately following the execution and delivery of this Agreement. At the Closing, the Company shall deliver to Amazon: (a)the Warrant, as evidenced by a duly and validly executed warrant certificate dated as of the date hereof and bearing appropriate legends as hereinafter provided for; and (b)a certificate executed by a duly authorized officer of the Company, dated as of the date of Closing, certifying resolutions of the Board of Directors of the Company (the “Board”) rendering any potentially applicable Anti-Takeover Provisions inapplicable to this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby and approving NV Investment Holdings becoming an “interested stockholder” pursuant to Section 203(a)(1) of the Delaware General Corporation Law. 1.
2Closing. Unless otherwise mutually agreed in writing between the Company, Merger Sub, and Parent, the closing for the Merger (the “Closing”) shall take place at the offices of DLA Piper, 20th Floor, South Tower Beijing Xxxxx Center, Xx.0 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx 000000, PRC no later than the tenth (10th) Business Day (the “Closing Date”) immediately following the day on which the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement, unless another date, time or place is agreed to in writing by Parent and the Company.
2Closing. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser agrees, severally and not jointly, to purchase, at the Closing (a) a Note having a principal amount equal to the Initial Principal Amount applicable to such Purchaser, and (b) a Warrant having the number of Warrant Shares applicable to such Purchaser, in each case, as set forth on Schedule I. At the Closing, such Purchaser shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available Dollars equal to such Purchaser’s Subscription Amount, and the Company shall deliver to such Purchaser its Notes and Warrants, as set forth in Section 2.3(a), and the Company and such Purchaser shall deliver to each other the other items set forth in Section 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for Closing, such Closing shall occur remotely by electronic exchange of Closing documentation. Notwithstanding anything herein to the contrary, if the Closing Date does not occur within five (5) Business Days of the date hereof, this Agreement shall terminate and be null and void. It is the parties’ intention that all the transactions described in the preamble to this Agreement close simultaneously; to this end, the parties agree that their counsel may, among other things, hold documents in escrow pending the closing of the other transactions under the Merger Transaction Documents. If all of the transactions contemplated by the Merger Transaction Documents do not close as contemplated hereby and thereby on their unamended and unwaived terms unless approved by each Purchaser then each Purchaser, at its sole option and in its sole discretion, may terminate this Agreement on notice to the Company with respect to such Purchaser. In such event, the Company shall be obligated to fulfill its covenants hereunder, including, without limitation, its indemnification obligations and obligation to pay Purchasers’ fees and expenses, which by their terms survive the termination of this Agreement.
2Closing. Unless this Agreement is earlier terminated pursuant to Article VIII, the closing of the Merger (the “Closing”) shall take place on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after the satisfaction or waiver of each of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) or at such other date and time as the parties hereto may agree in writing (the “Closing Date”). The Closing shall take place at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000-0000, or at such other location (or virtually through electronic transfer), as the parties hereto may agree in writing.
