Closings Clause Samples

Closings. The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on or after each applicable Advance Date in accordance with the procedures set forth below. The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On or prior to each Advance Date, the Investor shall deliver to the Company a Settlement Document along with a report by Bloomberg L.P. (or, if not reported on Bloomberg L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period or period for determining the applicable Conversion Price, in each case in accordance with the terms and conditions of this Agreement. In connection with an Investor Notice, the Investor Notice shall serve as the Settlement Document. (b) Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Shares (as set forth in the Settlement Document) either (i) in the case of an Advance Notice submitted other than after the occurrence of an Amortization Event, in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company th...

Closings. On each Advance Date, which shall be seven (7) Trading Days after an Advance Notice Date, (i) the Company shall deliver to the Investor's Counsel, as defined pursuant to the Escrow Agreement, shares of the Company's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to First Union National Bank (the "ESCROW AGENT") the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor's Counsel all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; PROVIDED, HOWEVER, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor or its Investor's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company's Common Stock to be delivered on such Advance Date.

Closings. (a) At each Closing pursuant to Section 2(d), the Grantor shall deliver to the Grantee a certificate or certificates evidencing the number of Option Shares specified in the applicable Stock Exercise Notice (in the denominations specified therein), and the Grantee shall purchase each such Option Share from the Grantor at the Purchase Price. (b) At each Closing pursuant to Section 2(e), the Grantor shall deliver to the Grantee cash in an amount determined pursuant to Section 2(e). (i) Certificates evidencing Option Shares delivered hereunder may, at the election of the Grantor, contain the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, AND NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER, UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS. (ii) The Grantor shall, upon the written request of the holder thereof, issue such holder a new certificate evidencing such Option Shares without such legend in the event (A) such Option Shares have been registered pursuant to the Securities Act, (B) such Option Shares have been sold in reliance on and in accordance with Rule 144 promulgated under the Securities Act or (C) such holder shall have delivered to the Grantor an opinion of counsel, in form and substance reasonably satisfactory to the Grantor, to the effect that subsequent transfers of such Option Shares may be effected without registration under the Securities Act. (d) All payments made pursuant to this Section 4 shall be made by wire transfer of immediately available funds.

Closings. On each Advance Date (i) the Company shall deliver to the Investor such number of shares of the Common Stock registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Drawdown Notice pursuant to Section 2.1 herein, divided by (y) the Purchase Price and (ii) upon receipt of such shares, the Investor shall deliver to the Company the amount of the Advance specified in the Drawdown Notice by wire transfer of immediately available funds. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. To the extent the Company has not paid the fees, expenses, and disbursements of the Investor in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) directly out of the proceeds of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) shares of the Company’s Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date.

Closings. The Closing shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

Closings. (a) The consummation of the transactions described in Section 2.1(a) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser (i) the First Closing Note dated the date of the First Closing and registered in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2. (b) Each of the Closings shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇, ▇▇/▇, ▇▇▇▇▇▇▇▇▇ Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, or at such other place as the parties hereto shall mutually agree in writing.

Closings. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase at the Per Share Purchase Price (a) the Shares set forth opposite such Purchaser’s name on Exhibit A-1 at a closing (the “Initial Closing”) to take place at 10:00 a.m. (Eastern time) on the later to occur of (i) the twelfth Trading Day after the date hereof and (ii) the first Trading Day following the satisfaction or waiver of the conditions set forth in Section 2.3 of this Agreement (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to satisfaction or waiver thereof) and (b) the Shares set forth opposite such Purchaser’s name on Exhibit A-2 at a closing (the “Second Closing” and, together with the Initial Closing, each a “Closing”) to take place at 10:00 a.m. (Eastern time) on the third Trading Day following the satisfaction or waiver of the conditions set forth in Section 2.3 of this Agreement (other than those conditions that by their nature are to be satisfied at the Second Closing, but subject to satisfaction or waiver thereof). The date on which the Initial Closing is to occur is referred to herein as the “Initial Closing Date” and the date on which the Second Closing is to occur is referred to herein as the “Second Closing Date.” The Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. The Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

Closings. The first closing (the “First Closing”) of the purchase and sale of the Security shall take place at 10:00 a.m., New York City time, on December 27, 2004 (the “First Closing Date”) at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the parties hereto shall mutually agree. At the First Closing, (i) the Seller shall deliver to the Purchaser the note representing the Security and such other appropriate instruments of transfer and assignment, as the Purchaser shall reasonably request prior to the First Closing Date, in order to transfer the Value of Payment A from the face amount of the Security, and (ii) the Purchaser shall deliver, or cause to be delivered to or as directed by the Seller, Payment A and a new note (the “First Adjusted Note”) identical to the original note except (x) the issue price thereof shall be $29,246,302, representing (A) the sum of the original issue price ($20,000,000) plus accreted interest thereon through the First Closing Date, less (B) the Value of Payment A as set forth on Schedule C, and (y) the First Adjusted Note shall be assignable by the Seller without the prior written consent of the Purchaser at any time (1) on or after the First Closing and prior to April 30, 2005, subject to the Seller obtaining from the transferee, for the benefit of the Purchaser, such transferee’s written agreement that neither it nor its affiliates (as that term is defined in SEC Rule 12b-2) shall engage in Restricted Trading, or (2) on or after May 1, 2005, without having to first obtain such agreement regarding Restricted Trading; provided, however, that in either case, such transferee agrees in writing to be bound by the terms of this Agreement. The second closing (the “Second Closing”) of the purchase and sale of the Security shall take place at 10:00 a.m., New York City time, on April 29, 2005 (the “Second Closing Date”) at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the parties hereto shall mutually agree. At the Second Closing, (i) the Seller shall deliver to the Purchaser the First Adjusted Note and such other appropriate instruments of transfer and assignment, as the Purchaser shall reasonably request prior to the Second Closing Date, in order to transfer the Value of Payment B from the face amount of the First Adjusted Note, and (ii) the Purchaser shall deliver, or cause to be delivered to or as directed by the...