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.
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Closings and Closing Dates. (a) The Tranche A Transaction will take place at the offices of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, 0 Xxxxxx Xxxx, Xxx Xxxx, XX 00000, 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.”
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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”).
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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, Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000 at 10:00 A.M. Eastern Time on the Initial Closing Date and the Second Closing Date, respectively.
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Closings and Closing Dates. The purchase and sale for the First Purchase (the “First Closing”) will take place at the offices of Xxxxxx & Xxxxxxx (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.”
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Closings and Closing Dates. The closing of the Conversion (the “Closing”) shall take place at the offices of Xxxxxxxxx & Xxxxxx, P.L.L.P., 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, upon two (2) business days’ notice. 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”).
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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”).
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Closings and Closing Dates. (a) First
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Closings and Closing Dates 
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Related to Closings and Closing Dates

  • Closing Dates a. The Closing Date shall occur on the date which is the first NYSE trading day after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. 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 4:00p.m.,

  • 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 Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • 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 of any series of Preferred Stock pursuant to the terms of Subsection 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, such 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 Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Additional Closings Section 3.2 is hereby deleted in its entirety and the following is substituted therefor: "The sale and purchase of the Series B-I Debentures to be purchased by Purchaser shall occur at closings (the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser an Officer's Certificate and a Secretary's Certificate dated the Additional Closing Date in a form reasonably acceptable to Purchaser's counsel."

  • Closing Date The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about May 15, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

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