Closing of the Sample Clauses

Closing of the transactions contemplated by this Agreement and the delivery of the documents, instruments and certificates contemplated herein (the "Closing") will take place at the offices of MedAire, Inc., in Tempe, Arizona at 10:00 a.m., Phoenix time, on or before April 19, 2004 (being referred to herein as the "Closing Date" and the time of the Closing hereunder being referred to herein as the "Closing Time"). Notwithstanding the foregoing, the parties hereby acknowledge that the transfer of portions of the pharmaceutical inventory and supplies purchased pursuant to Article 2.1(b) may take place before and after the Closing Date, as further described in Article 4.4 of this Agreement.
Closing of the. April Payoff and, in connection with (a) 3(i) above, repaying April 30, 2002 all Obligations in full in cash and terminating the Credit Agreement or (b) 3(ii) above, substantially refinancing the Credit Agreement and substantially repaying all Obligations, in amounts and on terms and conditions satisfactory to Agent and Banks in their sole and absolute discretion.
Closing of the. EXCEL COMPANY'S TRANSFER BOOKS. At the Effective Time, holders of certificates representing shares of Excel Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Excel Company, and the stock transfer books of the Excel Company shall be closed with respect to all shares of such Excel Company Common Stock outstanding immediately prior to the Effective Time. Immediately after the Effective Time, the Excel Company will continue as a Wholly Owned Subsidiary of the Surviving Corporation. If, after the Effective Time, a valid certificate previously representing any of such shares of the Excel Company Common Stock (an "Excel Company Stock Certificate") is presented to the Surviving Corporation or Parent, such Excel Company Stock Certificate shall be canceled and shall be exchanged as provided in ARTICLE 2.8.
Closing of the. Transactions Constitutes a Change in Control. Company and Parent hereby acknowledge and agree that the Closing of the Transactions will constitute a "Change in Control" within the meaning of the Employment Agreement and, accordingly, in the event of the termination of your employment (a "Qualifying Termination") at any time during the 36 month period following the Effective Time (x) by the Company without Cause (other than any such termination due to your death or Disability) or (y) by you for Good Reason (the existence of Cause, Disability and Good Reason to be determined in accordance with the definitions thereof contained in the Employment Agreement as modified pursuant to Paragraphs 1, 2, 4, 5, 6 and 10 of this letter agreement), you will be entitled to the payments and benefits provided for under the terms of the Employment Agreement in the event of a Qualifying Termination (the "Change in Control Severance Benefits"). You hereby agree to waive your right under the Employment Agreement to terminate your employment without Good Reason during the one year period immediately following the Effective Time and receive the Change in Control Severance Benefits and, accordingly, you hereby acknowledge and agree that in the event you terminate your employment during such one year period without Good Reason, you will not be entitled to the Change in Control Severance Benefits. Notwithstanding the immediately preceding sentence, you shall receive the Change in Control Severance Benefits if you terminate your employment with or without Good Reason under the Employment Agreement within the one year period following any "change in control" of Company or any "change in control" of Parent (as each such phrase is defined in Section 6.18(l) of the Company Disclosure Letter to the Merger Agreement) occurring at any time during the three year period immediately following the Effective Time (a "Post-Transaction Change in Control").

Related to Closing of the

  • CLOSING AND CLOSING DATE 2.1 The Closing Date shall be July 2, 2009, or such other date as the parties may agree to in writing. 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 4:00 p.m. New York Time. The Closing shall be held at the offices of JCM, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree.

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Closing; Closing Date The sale and purchase of the Capital Securities by the Offerors to the Purchaser shall take place at a closing (the "Closing") at the offices of Xxxxx, Xxxx & Xxxxxxxx, X.X., at 10:00 a.m. (St. Louis time) on September 26, 2002, or such other business day as may be agreed upon by the Offerors and the Placement Agents (the "Closing Date"); provided, however, that in no event shall the Closing Date occur later than September 27, 2002 unless consented to by the Purchaser. Payment by the Purchaser shall be payable in the manner set forth in the Subscription Agreement and shall be made prior to or on the Closing Date.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • 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 Xxxx Xxxxxx, 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 July 2, 2019 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”).

  • CLOSING OF IPO The closing of the sale of the TCI Stock to the Underwriters in the IPO shall have occurred simultaneously with the Funding and Consummation Date hereunder.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • The Closing The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of LeBoeuf, Lamb, Greene & MacRae, L.L.P. in Saxx Xxxe Cxxx, Xtah, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Purchaser and the Seller may mutually determine (the "Closing Date").

  • 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:

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.