Drawdown Closings Clause Samples
Drawdown Closings. (i) Each closing of a Drawdown (a "Drawdown Closing") shall take place at the principal executive offices of Parent at 10:00 a.m. on the fifteenth day following the receipt by the WCAS Securityholders of a Drawdown Notice (or (x) if such day is not a Business Day, on the next succeeding Business Day and (y) if the conditions specified in Section 8.21(c)(ii)(B)-(D) are not satisfied on such date, on the first Business Day on which such conditions are satisfied), or at such other place, time or date as shall be mutually agreed upon by Parent and the WCAS Securityholders; provided that (without the consent of the WCAS Securityholders) Parent may specify in such Drawdown Notice that the applicable Drawdown Closing shall take place on any Business Day following such fifteenth day through and including the first Business Day of the first quarterly period commencing after expiration of the quarterly period in which such fifteenth day occurs; provided, further, that if a Drawdown Closing takes place on the first Business Day of such subsequent quarterly period, and such Business Day is not the first day of such quarterly period, Parent may elect to treat the Drawdown Shares issued at such Drawdown Closing as having been issued on the first day of such quarterly period. Notwithstanding the first sentence of this Section 8.21(c)(i), no Drawdown Closing shall be effected after the date that is the nineteen-month anniversary of the Closing Date. The date of each Drawdown Closing is referred to herein as a "Drawdown Closing Date." Unless mutually agreed by Parent and the WCAS Securityholders, no Drawdown Closing Date shall take place earlier than the 30th day after a prior Drawdown Closing Date.
(ii) Each Drawdown Closing shall only be held if (A) Parent shall have represented and warranted (in a certificate signed by the President or any Vice President of Parent), as of the Drawdown Closing Date, to each WCAS Securityholder purchasing shares of Parent Series B Preferred Stock in such Drawdown that such shares have been duly authorized and validly issued and are fully paid and nonassessable, free and clear of all Liens other than as set forth in the Governance Agreement and the issuance thereof is not subject to any preemptive or other similar right, (B) such Drawdown would not otherwise violate or cause the violation of, any applicable law, statute, ordinance rule or regulation, (C) any applicable waiting period under the HSR Act has expired or been terminated, and (D...
Drawdown Closings. (1) The closing of the purchase and sale of any Drawdown Shares (each such closing, a “Drawdown Closing”) shall be held at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. Eastern Standard Time on the third business day after all of the conditions to the applicable Drawdown Closing set forth in Section 1.5 have been satisfied or waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the applicable Drawdown Closing, but subject to the satisfaction or waiver of such conditions), or at such other time and place as the Company and the Purchaser may agree (each such date, a “Drawdown Closing Date”).
(2) Subject to the satisfaction or waiver on the Drawdown Closing Date of the conditions to the Drawdown Closing in Section 1.5, at each Drawdown Closing:
(A) the Company will deliver to the Purchaser (i) the Drawdown Shares (which Drawdown Shares shall be issued in uncertificated form), (ii) any accrued and unpaid Commitment Fees, by wire transfer of immediately available funds to a bank account designated by the Purchaser in writing at least two (2) business days prior to the Drawdown Closing Date (which may be offset against the Aggregate Purchase Price then payable, if the parties mutually agree), and (iii) all other documents, instruments and writings required to be delivered by the Company to the Purchaser pursuant to this Agreement or otherwise required in connection herewith; and
(B) the Purchaser will deliver or cause to be delivered (i) to a bank account designated by the Company in writing at least two (2) business days prior to the Drawdown Closing Date, the Aggregate Purchase Price in respect of the Drawdown Shares, by wire transfer of immediately available funds and (ii) all other documents, instruments and writings required to be delivered by the Purchaser to the Company pursuant to this Agreement or otherwise required in connection herewith.
Drawdown Closings. Subject to the satisfaction (or waiver) of the conditions to such Drawdown Closing set forth in Section 2 below, and, in the case of an FDIC Bid, Section 1.4(b)(ii), at each Drawdown Closing, (i) each Purchaser (or, in the case of an FDIC Bid, the escrow agent) shall deliver to the Corporation by wire transfer of immediately available funds to the account set forth on Schedule 1.3(b) such Purchaser’s applicable Drawdown Amount, and (ii) the Corporation shall deliver to each Purchaser one or more certificates bearing the appropriate legends herein provided for and free and clear of all liens (other than restrictions on transfer imposed by applicable securities laws) representing the such Purchaser’s Drawdown Shares.