Closings and Closing Dates Sample Clauses

Closings and Closing Dates. The sale and purchase of the Shares shall be consummated in two separate closings. In the first closing ("First Closing") which will occur simultaneously with the execution of this Agreement or in installments as Shares are delivered, Purchaser shall purchase an aggregate of 901,632 of the Shares from the Shareholders, pro rata, which will result in Purchaser's owning 49% of the outstanding Company common stock (including shares of Common Stock owned by TriPower Resources, Inc.("TriPower")). In the First Closing, each Shareholder shall sell the number of shares owned by such Shareholder set forth on Exhibit B hereto. At the First Closing, upon receipt of certificates for Shares, Purchaser shall first deliver the cash and then the promissory notes in the amount set out on Exhibit B to each of the Shareholders. The second closing ("Second Closing") shall not be later than two (2) business days after the date Purchaser receives the initial approval of the Federal Communications Commission necessary for the purchase of the remainder of the Shares (as required by Section 2.02 of this Agreement). The parties acknowledge and agree that "final" approval, i.e., approval no longer subject to Federal Communications Commission or judicial appeal or reconsideration, shall not be required prior to the Second Closing. At the Second Closing, Purchaser shall purchase the balance of the Shares and deliver promissory notes to the Shareholders as set forth on Exhibit B. The First and Second Closings are collectively referred to as the "Closings." The Closings shall take place at the specific time and place as Purchaser and Shareholders may agree.
Closings and Closing Dates. (a) The Tranche A Transaction will take place at the offices of Akin Gump Strauss Hauer & Feld LLP, 1 Bryant Park, New York, NY 10036, commencing at 9:00 a.m. (local time) on the tenth Business Day following the Effective Date (the “Tranche A Closing”), or at such other place, time and date as the Parties may mutually agree. The date of the Tranche A Closing is referred to as the “Tranche A Closing Date.”
Closings and Closing Dates. The closing of the purchase and sale of the Shares other than the Right of First Refusal Shares (the "Initial Closing") shall occur on September 22, 1995. The date on which the Initial Closing occurs is herein referred to as the "Initial Closing Date". The closing of the purchase and sale of the Right of First Refusal Shares (the "Second Closing") shall occur on the day following the date on which Incom's rights of first refusal expire, provided that Incom declines to exercise such rights of first refusal with respect to the Right of First Refusal Shares. The date on which the Second Closing occurs is herein referred to as the "Second Closing Date". The Initial Closing and the Second Closing shall be held at the offices of ITG at EAB Plaza, West Tower, Eighth Floor, Uniondale, New York 11556-0169 at 10:00 A.M. Eastern Time on the Initial Closing Date and the Second Closing Date, respectively.
Closings and Closing Dates. (a) The closing of the transactions contemplated by Section 2.1 of this Agreement (the “First Closing”) shall take place at 10:00 a.m., New York City time, on the date hereof immediately following the execution and delivery of this Agreement by each of the parties hereto (the “First Closing Date”).
Closings and Closing Dates. The transfer of the Equity Interests of each Target Company and, if applicable, Holding Company shall be made at one or more closings (each, a “Closing”), each of which shall take place via email exchanges of signatures and execution documents, on such mutually agreeable date as soon as practicable after the conditions to the Closing set forth in Sections 8.1 and 8.2 have been satisfied (the date upon which a Closing occurs, a “Closing Date”); provided, that a Closing shall not occur until all the deliverables set forth in Sections 3.2 and 3.3 have been received (or waived by the applicable receiving Party). As of the Execution Date, the anticipated Closing Date for each Target Company is set forth on Schedule 1.1 hereto (each such anticipated Closing Date, a “Target Transfer Date”).
Closings and Closing Dates. The purchase and sale for the First Purchase (the “First Closing”) will take place at the offices of Latham & Watkins (the “Closing Location”), commencing at 9:00 a.m. (local time) on May 23, 2013, or at such other place, time and date as the Parties may mutually agree. The date of the First Closing is referred to as the “First Closing Date.” The purchase and sale for the Second Purchase (the “Second Closing”) will take place at the Closing Location, commencing at 9:00 a.m. (local time) on the date for the Second Closing determined pursuant to Section 1.6(c), or at such other place, time and date as the Parties may mutually agree. The date of the Second Closing, if any, is referred to as the “Second Closing Date.” The purchase and sale for the Third Purchase (the “Third Closing”) will take place at the Closing Location, commencing at 9:00 a.m. (local time) on the date for the Third Closing determined pursuant to Section 1.6(c), or at such other place, time and date as the Parties may mutually agree. The date of the Third Closing, if any, is referred to as the “Third Closing Date.”
Closings and Closing Dates. (a) First
Closings and Closing Dates. The closing of the Conversion (the “Closing”) shall take place at the offices of Lindquist & Vennum, P.L.L.P., 80 South Eighth Street, Suite 4200, Minneapolis, Minnesota 55402, upon two (2) business daysnotice. The Closing shall occur concurrently with the final closing (the “Series A Closing”) of a private placement of at least one million three hundred thousand dollars ($1,300,000) of the Company’s Common Stock and the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) or at such other place or different time or day as may be mutually acceptable to the Holders, the purchasers of the Series A Preferred Stock and the Company (the “Closing Date”).
Closings and Closing Dates 

Related to Closings and Closing Dates

  • Closing Dates Each Closing of the purchase of Convertible Debentures by the Buyers shall occur at the offices Yorkville Advisors Global, LP, 1012 Springfield Avenue, Mountainside, NJ 07092. The date and time of each Closing shall be as follows: (i) the First Closing shall be 10:00 a.m., New York time, on the first Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “First Closing Date”), (ii) the Second Closing shall be 10:00 a.m., New York time, by the third Business Day after the date on which the Registration Statement is filed by the Company with the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Second Closing Date”), and (iii) the Third Closing shall be 10:00 a.m., New York time, by the third Business Day after the Registration Statement is first declared effective by the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Third Closing Date” and collectively referred to as the “Closing Dates”). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

  • 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, 151 Detroit Street, Denver, Colorado 80206-4805, or at such other time and/or place as the parties may agree.

  • 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 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P., at 10:00 a.m. (New York City time) on May 15, 2003, 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 May 22, 2003 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.

  • Multiple Closing Dates In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price pursuant to the terms of Section 5.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

  • 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.

  • Subsequent Closings On the final business day of each of the five (5) months beginning in January 2007 (each, a “Funding Date”), the Company shall issue and sell to the Buyers and the Buyers severally agree to purchase from the Company an aggregate of One Hundred Twenty Five Thousand Dollars ($125,000) in Notes for and Warrants to purchase an aggregate of 722,000 shares of Common Stock. On each Funding Date, the Buyers will transfer an aggregate of $125,000 by wire transfer of immediately available funds to the Company. In addition, on each Funding Date, an authorized officer of the Company shall deliver to the Buyers a closing certificate in form and substance satisfactory to the Buyers. Notwithstanding the foregoing, either the Company or a majority-in-interest of the Buyers may terminate their obligations under this Section 1(d) upon thirty (30) days written notice to the other party.

  • Conditions and Closing 4.1 The Closing Date will occur on such date as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings, in which event the Issuer may agree with one or more purchasers (including the Subscriber) to complete delivery of the Shares to such purchaser(s) against payment therefor at any time on or prior to the Closing Date.

  • Second Closing The “Second Closing Date” shall be on or before the fifth business day after the compliance with the Second Closing Condition as defined in Section 1(d) of this Agreement (the “Second Closing Date”). Subject to the satisfaction or waiver of the conditions to Closing, on the Second Closing Date, each Subscriber shall purchase and the Company shall sell to each Subscriber a Note in the principal amount set forth on the signature page hereto (“Second Closing Notes”) and Warrants as described in Section 2 of this Agreement (“Second Closing Warrants”). The Second Closing Notes shall be of the same tenor as the Notes issuable on the Initial Closing Date and have the same maturity date as the Initial Closing Notes. The principal amount of the Notes to be purchased by the Subscribers on the Second Closing Date shall be Six Hundred Thousand Dollars ($600,000) (the “Second Closing Purchase Price”).

  • Additional Closings At any time after the First Closing but prior to the maturity date of any of the Debentures issued in the First Closing, the Company may request that Buyer purchase additional Debentures hereunder in Additional Closings by written notice to Buyer, and, subject to the conditions below, Buyer shall purchase such additional Debentures in such amounts and at such times as Buyer and the Company may mutually agree, so long as the following conditions have been satisfied, in Buyer’s sole and absolute discretion: (i) no default or “Event of Default” (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and (ii) any additional purchase of Debentures beyond the purchase of Debentures at the First Closing shall have been approved by Buyer, which approval may be given or withheld in Buyer’s sole and absolute discretion.