Common use of Closing of the Transactions Contemplated by this Agreement Clause in Contracts

Closing of the Transactions Contemplated by this Agreement. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at (a) 10:00 a.m., New York time, on the fourth (4th) Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE VII (other than conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in ARTICLE VII (excluding those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (i) a date during the Marketing Period specified by Buyer on no less than four (4) Business Days’ notice to Seller and (ii) the first (1st) Business Day immediately following the final day of the Marketing Period at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or (b) such other date, time or place as agreed to in writing by the Parties hereto. The date of the Closing is referred to as the “Closing Date.”

Appears in 1 contract

Samples: Stock Purchase Agreement (Medassets Inc)

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Closing of the Transactions Contemplated by this Agreement. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at (a) 10:00 a.m., New York timea.m. Eastern Time, on a date to be specified by the fourth (4th) Parties, which shall be no later than the second Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE VII 7 (other than those conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in ARTICLE VII (excluding those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party but subject to the satisfaction or waiver of such conditions conditions), (the date of Closing, the “Closing Date”), at the Closing)offices of Xxxxxxxx & Xxxxx LLP, 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, unless another time, date or place is agreed to in writing by Buyer and Seller; provided that notwithstanding the foregoing and anything to the contrary in this Agreement, in no event shall the Closing occur before the earlier of (x) November 1, 2021 and (y) [***] De-SPAC Transaction[***] or (ii) [***] De-SPAC Transaction [***] unless otherwise agreed to in writing by Buyer; provided, further, that Buyer may, in its sole discretion, elect for the Closing to occur prior to [***] if it provides at least two Business Days’ prior written notice thereof to Seller and the Company, in which case, the Closing shall occur on the date specified in such notice, which shall not be earlier to occur of (i) a than two Business Days after the date during the Marketing Period specified by Buyer thereof, provided all conditions set forth in ARTICLE 7 are satisfied or waived on no less than four (4) Business Days’ notice to Seller and (ii) the first (1st) Business Day immediately following the final day of the Marketing Period at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or (b) such other date, time or place as agreed to in writing by the Parties hereto. The date of the Closing is referred to as the “Closing Date.

Appears in 1 contract

Samples: Unit Purchase Agreement (Pathfinder Acquisition Corp)

Closing of the Transactions Contemplated by this Agreement. The closing of the transactions contemplated by this Agreement purchase and sale of the Shares (the “Closing”) shall take place at (a) 10:00 a.m., New York time, on a date to be specified by the fourth (4th) Parties, which shall be no later than the third Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE Article VII (not including conditions which are to be satisfied by the delivery of documents or taking of any other than action at the Closing by any Party, but subject to the satisfaction or waiver of such conditions at such time) (such date, the “Closing Date”), at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the Parties; provided that, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VII (not including conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party); provided, howeverthen, that if subject to the Marketing Period has not ended at the time of the continued satisfaction or waiver of the conditions set forth in ARTICLE Article VII (excluding those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party but subject to the satisfaction or waiver of such conditions at the Closing)time, the Closing shall occur instead on the earlier to occur earliest of (ia) a date any Business Day during the Marketing Period as may be specified by Buyer on no less than four (4) three Business Days’ prior written notice to Seller and the Seller, (iib) the first (1st) third Business Day immediately following after the final day of the Marketing Period, or, if the final day of the Marketing Period at corresponds to the offices Termination Date (or, if applicable, the End Date), then on the final day of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; the Marketing Period or (bc) such other datetime, time date or place as agreed to in writing by the Parties hereto. The date of the Closing is referred to as the “Closing DateParties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alliant Techsystems Inc)

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Closing of the Transactions Contemplated by this Agreement. The closing of the transactions contemplated by this Agreement (the “Closing”) shall will take place at (a) 10:00 a.m., New York 9:00 a.m. Eastern time, on the fourth (4th) third Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE Article VII (other than those conditions to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party); provided) at the offices of Weil, howeverGotshal & Xxxxxx, that 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by Buyer and Sellers’ Representative. The date of the Closing is referred to herein as the “Closing Date.” Notwithstanding the foregoing, (a) if the Marketing Period has shall not ended at have been completed by the time of the satisfaction or waiver of all of the conditions set forth in ARTICLE Article VII (excluding those other than conditions that by their nature are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (i) a date during the Marketing Period specified by Buyer on no less than four three (43) Business Days’ notice to Seller the Company and (ii) the first (1st) Business Day immediately following the final last day of the Marketing Period (subject, in each case, to the satisfaction or waiver of all of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or Closing) and (b) such other date, time or place as agreed in no event shall Buyer be required to in writing by the Parties hereto. The date of complete the Closing is referred and consummate the transactions contemplated hereby prior to as the “Closing DateNovember 7, 2016.

Appears in 1 contract

Samples: Securities Purchase Agreement (Winnebago Industries Inc)

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