After the First Closing Date Sample Clauses

After the First Closing Date. The Joint Venture between Citigroup and Quiñenco may be terminated after the First Closing Date in accordance with the terms of the Shareholders Agreement. Likewise, the Shareholders Agreement shall provide that, in the event of a material breach that is not cured, the non-breaching Party shall have the right and the option to purchase the shares owned by the breaching Party, and such breaching Party shall be obligated to sell its shares to the non-breaching Party, in the understanding that in such case, the breaching Party shall be deemed to have made an irrevocable offer for the sale of its shares. For purposes of this clause, the purchase price shall be the Fair Market Value, less 10%. It will be a material breach the violation of the terms of the Definitive Documents pertaining to: (i) the election of the Directors of the Chilean Joint Venture Entities; (ii) the obligation to obtain the necessary consensus to implement any of the Fundamental Strategic Decisions. For the avoidance of doubt, the Parties memorialize their agreement that the failure to obtain the necessary approval at the corresponding decision level shall not be deemed a violation of the foregoing obligation; (iii) the appointment of Citigroup Designated Officers; (iv) the approval and payment of capital increases in accordance with the terms set forth in paragraphs (l) of Clause Fourth and (i) of Clause Fifth of the Shareholders Agreement; (v) the transfer of shares and other obligations contained in paragraph (h) of Clause Ninth; and (vi) non-compete covenants, insolvency or bankruptcy of one of the Parties.
Sample 1
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After the First Closing Date the parties shall cooperate at every General Meeting of the Company on the agenda of which is the appointment of directors to the Company, and they shall vote at every such meeting in favor of appointing directors in accordance with Elbit's nomination, as provided in Clause 3.1 of this Agreement, and in favor of the appointment of all the other directors of the Company, including the external directors, in accordance with Koor's nomination.
Sample 1
After the First Closing Date. By the Purchaser, in its sole discretion with or without reason, and without liability, payment or penalty other than as expressly provided in Section 4.3, at any time after the First Closing Date.
Sample 1

Related to After the First Closing Date

  • The First Closing Date Delivery of certificates or electronic book entries, as applicable, for the Firm Shares to be subscribed for by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York City time, on [—], or such other time and date not later than 1:30 p.m. New York City time, on [—] as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • First Closing The First Closing shall have occurred.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on December 17, 2020 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Closing Date The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about May 15, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

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