Bifurcated Closing Sample Clauses

Bifurcated Closing. In the event that it becomes reasonably apparent to Purchaser and Seller that all conditions to the Closing set forth in Article VI (other than conditions that, by their nature, are to be satisfied at the Closing) are likely to be satisfied or waived on or prior to the Termination Date other than the receipt of the approval set forth on Schedule 6.1(b), the parties shall cooperate in good faith to amend this Agreement to allow for (i) the Closing to take place prior to the Termination Date with respect to all the transactions contemplated hereby other than the acquisition by Purchaser of the Equity Interests of FIC and the execution and delivery of the Commutation Agreement, (ii) a second closing to take place with respect to the acquisition by Purchaser of the Equity Interests of FIC and the execution and delivery of the Commutation Agreement as soon as reasonably practicable after the receipt of the approval set forth on Schedule 6.1(b), and (iii) in the event such approval is not received, for an alternative transaction in which the Closing Date Legacy Liabilities are retroceded by the Affiliated Reinsurance Entities to an Affiliate of Purchaser. Such amendments shall put the parties in an economic position as close as reasonably practicable to the one they would be in if the Closing were to occur as contemplated by this Agreement without such amendment, including that the effective date of the commutation pursuant to the Commutation Agreement or the retrocession pursuant to such retrocession agreement shall be the Closing Date. In the event that Purchaser and Seller are unable to agree to such amendments, the impasse shall be resolved by a single Arbitrator appointed pursuant to the AAA Appointment Process.
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Bifurcated Closing. The parties agree that:
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Bifurcated Closing. (a) The parties agree that the Closing ------------------ by the Agreement shall be effected pursuant to two separate closings, relating to the WNL Contracts (the "AGAIC Closing") and the VALIC Contracts (the "VALIC Closing"), respectively. Each of the AGAIC Closing and the VALIC Closing shall occur at a time and place as Parent and Provident may mutually agree, following the satisfaction or waiver of all conditions set forth in Articles 5 and 6 of the Agreement concerning the parties' respective obligations to consummate the transactions contemplated in the Agreement, as such conditions relate to the AGAIC Closing and the VALIC Closing, respectively. Each of the AGAIC Closing and the VALIC Closing shall be effective as of 11:59 p.m. on April 30, 1998.
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Bifurcated Closing 
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Related to Bifurcated Closing

  • Effective Times Subject to the provisions of this Agreement, at the Closing, (a) the Company shall cause a certificate of merger in connection with the First Merger (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and (b) immediately following the filing of the First Certificate of Merger, the First Surviving Corporation shall cause a certificate of merger in connection with the Second Merger (the “Second Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL. The First Merger shall become effective at such time as the First Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Company and First Merger Sub in writing and specified in the First Certificate of Merger in accordance with the DGCL (the effective time of the First Merger being herein referred to as the “First Effective Time”) and the Second Merger shall become effective at such time as the Second Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the First Surviving Corporation and Surviving Merger Sub in writing and specified in the Second Certificate of Merger in accordance with the DGCL, but in any event immediately following the First Effective Time (the effective time of the Second Merger being herein referred to as the “Second Effective Time”).

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Removal from any Boards and Positions Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from the Board and the board of directors of any Affiliate and any other board to which Executive has been appointed or nominated by or on behalf of the Company or an Affiliate, (ii) from each position with the Company and any Affiliate, including as an officer of the Company or an Affiliate and (iii) as a fiduciary of any employee benefit plan of the Company and any Affiliate.

  • Removal from any Boards and Position If the Executive’s employment is terminated for any reason under this Agreement, he shall be deemed (without further action, deed or notice) to resign (i) if a member, from the Board or board of directors (or similar governing body) of any Affiliate of the Company or any other board to which he has been appointed or nominated by or on behalf of the Company and (ii) from all other positions with the Company or any subsidiary or other Affiliate of the Company, including, but not limited to, as an officer of the Company and any of its subsidiaries or other Affiliates.

  • Restricted Actions (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), SpinCo shall not (and shall not cause or permit any member of the SpinCo Group to), in a single transaction or a series of transactions:

  • Required Actions (a) Each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably appropriate to consummate and make effective, as soon as reasonably possible, the Merger and the other transactions contemplated by this Agreement.

  • Effective Time; Closing Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Final Adjustment After Closing If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

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