Deferred Closing Sample Clauses
A Deferred Closing clause establishes that the finalization of a transaction or agreement will occur at a later date rather than immediately upon signing. In practice, this clause outlines the specific conditions or milestones that must be met before the closing can take place, such as obtaining regulatory approvals, securing financing, or completing due diligence. Its core function is to provide a structured timeline and clear expectations for both parties, ensuring that all necessary prerequisites are satisfied before the transaction is completed, thereby reducing risk and uncertainty.
POPULAR SAMPLE Copied 24 times
Deferred Closing. (a) The completion of the purchase and sale of the 2nd Installment Shares (the “Deferred Closing”) shall occur at the offices of T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (the “Deferred Closing Date”).
(b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company of the 2nd Installment; and
(ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date.
(c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser:
(i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsi...
Deferred Closing. At the Deferred Closing (as defined in Section 3.2), the Company will, subject to the terms of this Agreement, issue and sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth:
(a) 3,581,089 shares of Common Stock (the “2nd Installment Shares” and, together with 1st Installment Shares, the “Shares”) for a purchase price per share equal to $0.55848 (subject to adjustment for reverse and forward stock splits and similar transactions) resulting in an aggregate purchase price of $1,999,966.50 (the “2nd Installment”), which reflects a pre-money valuation of the Company of $10,800,000 as of the Deferred Closing Date, on a Fully Diluted Basis; and
(b) a warrant to purchase up to 1,193,696 shares of Common Stock (i.e., 33% of the 2nd Installment Shares) (the “2nd Installment Warrant Shares” and, together with the 2nd Installment Warrant Shares, the “Warrant Shares”) exercisable at $1.00 per share, for a period of three years from the Closing Date (the “2nd Installment Warrant” and, together with the 1st Installment Warrant, the “Warrants”,and the Shares, the Warrants and the Warrant Shares shall be collectively referred to as, the “Securities”), which warrant shall be substantially in the form set forth in Exhibit A-2 hereto.
(c) If at the time of the Deferred Closing Date, the Company’s Board of Directors determines in good faith that the Company’s financial situation requires the Company to raise additional funds in a capital raising transaction (in addition to 2nd Installment), the Purchaser (in its capacity as a shareholder in the Company) hereby agrees not to object to such capital raising transaction and will agree to waive its participation right (as set forth in Section 8.14 below) in connection therewith; provided, that such capital raising transaction is with Persons who are shareholders of MediVision Medical Imaging Ltd., the parent entity of the Company (“MediVision”), on the date hereof, in an aggregate amount not to exceed $1,500,000, at a price per share not less than $0.55848 (subject to adjustment for reverse and forward stock splits and similar transactions), and without the provision of any special rights to such investors. For avoidance of doubt, nothing herein shall be deemed as an obligation of any Purchaser Director (as defined below) to vote in any manner at any meeting of the Company’s Board of Directors (the “Board”) concerning this matter and each such director shall serve ...
Deferred Closing. With respect to the Deferred Closing, the Milestone has been completed, meaning that Certificate of Designation has been filed with the State of Nevada and the waiting period has elapsed.
Deferred Closing. Operating Properties as to which a Substantial Condemnation or Substantial Casualty has occurred that cannot be cured prior to the Principal Closing Date will be excluded from the Principal Closing (any such Operating Property excluded or removed because it is subject to a Substantial Condemnation or a Substantial Casualty, an “Excluded Property”). The parties acknowledge that the BCR Sold Interests with respect to FCR Sports, LLC will not be transferred at the Principal Closing but will be included in a subsequent Closing (the “Deferred Closing”) at such time as all conditions precedent to the sale of such BCR Sold Interests have been satisfied. The BCR Entities will use commercially reasonable efforts to satisfy any conditions precedent to (including obtaining all third party consents required to be obtained in advance of) the transfer of the BCR Sold Interests with respect to FCR Sports, LLC pursuant to this Agreement. The Deferred Closing will be held at a date to be mutually agreed between the BCR Entities and Forest City, but not later than thirty (30) days after the date on which all conditions precedent to the transfer of the BCR Sold Interests with respect to FCR Sports, LLC have been satisfied (the “Deferred Closing Date”). The BCR Entities will advise Forest City on a regular basis of the progress in satisfying the as yet unmet conditions or circumstances to the Deferred Closing and will cooperate in scheduling the Deferred Closing Date as soon as practical after those conditions or circumstances are met. Notwithstanding the foregoing, in the event that the BCR Entities determine in good faith that they will not be able to satisfy all conditions precedent to the transfer of the BCR Sold Interests with respect to the Nets by June 30, 2007, the BCR Entities will notify Forest City in writing of such determination, this Agreement automatically will terminate with respect to the Nets, and neither Forest City nor the BCR Entities will have any further obligation hereunder in respect of the Nets, except as may expressly be provided to survive any such termination.
Deferred Closing. In the event that any Person whose Consent is required to effect the transfer of Philips’ direct and indirect interests in Advanced Semiconductor Manufacturing Corporation Limited or Philips Ji-Lin Semiconductors Co. Ltd. (“Ji-Lin”, and each, a “Third Party Consent Entity”) from Philips and its Affiliates to the Company or one of the Company Subsidiaries has not given such consent:
(a) The Closing shall proceed as described in Section 2.3, except that the Closing shall be deferred with respect to any Third Party Consent Entity for which not all Persons whose Consent is required to effect the transfer of such Third Party Consent Entity have given such consent at or before the Closing (each, a “Relevant Third Party Consent Entity”).
(b) The Closing in respect of each Relevant Third Party Consent Entity shall take place at the offices of De Brauw Blackstone Westbroek N.V., Tripolis, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, on the first Business Day of the month following the month in which all relevant Consents for the transfer of such Relevant Third Party Consent Entity have been obtained (the “Deferred Closing Date”) or at such other place and time as the Parties may agree.
(c) If any Consents with respect to any Relevant Third Party Consent Entity remain outstanding at June 30, 2007, this Agreement shall cease to apply in respect of such Relevant Third Party Consent Entity as if such Relevant Third Party Consent Entity was never included in the Transaction, whereupon Philips shall pay to Newco the amount of cash corresponding to such Relevant Third Party Consent Entity as set forth in Schedule 2.6(c).
(d) The Parties shall cooperate to ensure that, until Closing occurs in respect of each Relevant Third Party Consent Entity, all commercial relations and contracts between, on the one hand, that portion of the Business in respect of which Closing takes place as scheduled in Section 2.3, and, on the other hand, the Relevant Third Party Consent Entity, are maintained in the Ordinary Course of Business and, for the avoidance of doubt, the provisions of the last sentence of Section 6.11 shall apply to any Relevant Third Party Consent Entity.
Deferred Closing. Buyer will cause the Closing to occur with respect to the Property identified on Exhibit A-1 on the Closing Date. The consideration required to close with respect to those Properties will be equal to the sum of the values of the properties set forth on Exhibit A-1 (less the value of any Excluded Properties) and Buyer will close with respect to those properties on the scheduled Closing Date. Buyer may, in its discretion, close on the properties identified on Exhibit A-2 by delivering to Escrow the sum of the values of the properties set forth on Exhibit A-2 (less the value of any Excluded Properties) on any day after January 15, 2014 and before January 31, 2014, and the consideration required to close with respect to those Properties will be the amount so delivered to Escrow.
Deferred Closing. Five days after completion of the Milestone, each Investor will invest the remaining 75% of its respective portion of the Aggregate Purchase Price listed on Schedule 1 hereto. The issue and sale of the Purchased Shares, the purchase thereof by the Investors and the registration of the Purchased Shares in the names of the Investors in the share register of the Company, shall take place remotely via the exchange of documents and signatures, concurrently with the execution of this Agreement by all parties hereto (the “Deferred Closing”), on or at such other date, time and place as shall be mutually agreed upon by the Company and the Investors.
Deferred Closing. In the event that any Equity Assets and/or Purchased Commercial Loans are deemed Deferred Assets pursuant to the terms of this Agreement, including Section 7.1 hereof, as of the Applicable Initial Closing Date, then the applicable closing (each, a "Deferred Closing") of the purchase (each, a "Deferred Transaction") of each of the Deferred Assets, shall be postponed until a date following the Applicable Initial Closing Date that is the later of (a) the date that is the last Thursday of the applicable calendar month (or in the case of a Deferred Closing occurring in November 2015, the last Tuesday of such calendar month) in which the Purchaser Parties are notified in writing by the Seller Parties that the Deferral Consent Condition with respect to the applicable Deferred Asset has been satisfied or waived, and (b) the date mutually agreed upon by the Parties with respect to the applicable Deferred Closing (each such date on which a Deferred Closing actually occurs, the "Deferred Closing Date"), at the New York City office of ▇▇▇▇▇ Lovells US LLP, unless another time, date or place is mutually agreed by the Seller Parties and the Purchaser Parties.
Deferred Closing. (a) Notwithstanding anything to the contrary herein, solely with respect to the portion of the Business in the jurisdiction(s) set forth on Schedule 2.5 of the Disclosure Schedule (as such schedule may be supplemented in accordance with this Section 2.5) (each such portion of the Business, a “Deferred Business”), if the actions reasonably necessary to consummate (i) the applicable Pre-Closing Reorganization in such jurisdiction or (ii) the transactions contemplated at Closing in such jurisdiction, shall not have been completed by the Closing, despite the use of reasonable best efforts by the Parties to complete such actions, then the transfer by Seller or its Affiliates of such Deferred Business, and the acceptance and assumption by Buyer or its Affiliates of such Deferred Business, shall occur not on the Closing Date, but shall instead occur on the applicable Local Closing Date. The Parties shall use reasonable best efforts to ensure that the transfer to Buyer or an Affiliate of Buyer of each Deferred Business pursuant to this Section 2.5 (each such transfer of a Deferred Business, a “Deferred Transfer”) occurs as soon as reasonably practicable after the Closing Date (the closing of any Deferred Transfer, a “Local Closing” and the date of such Deferred Transfer, a “Local Closing Date”). The Parties may supplement or modify Schedule 2.5 of the Disclosure Schedule from time to time (including by adding jurisdictions and businesses) by mutual written consent.
(b) Notwithstanding anything to the contrary in this Agreement, each of the Parties acknowledges and agrees that (i) any calculation of the Purchase Price (or components thereof) shall be made as if the Deferred Business had transferred at the Closing (and shall disregard the fact that a Deferred Business is transferring after the Closing); (ii) there shall be no change in the amount paid at the Closing pursuant to Section 2.3 as a result of any Deferred Transfer and the portion of the Purchase Price allocable to each Deferred Business as agreed to by the Parties shall be deemed to have been paid upon payment of the Estimated Purchase Price on the Closing Date by or on behalf of Buyer in accordance with Section 2.3; (iii) any Local Closing, with respect to any Deferred Business, shall not otherwise affect the transactions contemplated by this Agreement and the Related Agreements, and none of the conditions to the Closing set forth in Article 8 shall apply to a Deferred Business or a Deferred Transfer an...
Deferred Closing. 1.5.1. During a period of 180 days following the Closing (the “Joinder Period”), additional investors, approved by the Board (each, a “Joining Party”), may subscribe to purchase additional Ordinary Shares of the Company at a price per share equal to the PPS or higher at one or more closings. The Parties agree that the Purchasers who purchased the shares at the Closing shall have a right to invest additional amounts at the PPS up to the Purchase Price before any other investor and/or shareholder of the Company that did not participate in the Initial Closing. Each such Joining Party shall execute a joinder to this Agreement (the “Joinder”). Following execution of each Joinder and the receipt of the amount invested by such Joining Party (each a “Deferred Closing”), the Company shall update Exhibit B to include each Joining Party, the number of Ordinary Shares being purchased, the amount being invested in consideration thereof, shall register such issuance in the Shareholders Register and shall report such issuance to the Israeli Registrar of Companies. Upon the completion of each Deferred Closing, each Joining Party at such Deferred Closing, shall be considered a “Purchaser” for the purposes herein, and shall be deemed to have entered this Agreement at the Closing for all intents and purposes, including for the purpose of receiving the representations and warranties of the Company and/or providing the representation and warranties of the Purchaser set forth herein.
1.5.2. In addition to the foregoing and not withstanding anything to the contrary herein, Srugo shall be entitled to invest, in priority to any Joining Party, at any time until the Deferred Closing, in addition to his respective Purchase Amount, an amount equal to the unsubscribed Purchase Amount at a price per share equal to the PPS. For avoidance of doubt such amount shall be part of the total Purchase Amount and not in addition to the total Purchase Amount.