First Closing Date. (a) On the date (the "FIRST CLOSING DATE") on which the last of the conditions set forth in subsection (b) below are met, the Initial Members will make those of its Initial Contributions required to be made on or by such date; provided, that the Initial Members agree that such Initial Contributions will be deemed to have been made as of the Effective Date of Transfer and that the Company will be entitled to receive all revenues and other benefits that would have accrued to the Company and will be obligated to pay or otherwise discharge all obligations that would have been assumed by the Company had such Initial Contributions been made as of the Effective Date of Transfer. To accomplish the foregoing, each Initial Member will provide a statement to the Company within 60 days after the First Closing Date setting forth in reasonable detail the relevant items of revenue and expense and will transfer to the Company cash in the net amount reflected in such statement. Each Initial Member will give full access to the Company and its representatives to examine and audit its books and records to verify such statements. Any discrepancies or disputes arising under this subsection (a) will be subject to the dispute resolution procedures provided in ARTICLE 16.
First Closing Date. The date and time of the First Closing (the “First Closing Date”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the First Closing set forth in Sections 6 and 7 below, at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The location of the First Closing may be undertaken remotely by electronic transfer of First Closing documentation upon mutual agreement among the Company and the Buyers.
First Closing Date. The closing of the sale and purchase of the Initial Shares (the "First Closing") shall take place on the business day that is the fifth (5th) trading day after the date of delivery of the Initial Shares Sale Notice (the "First Closing Date").
First Closing Date. The Closing of the purchase and sale of the First Convertible Debenture shall take place at 10:00 a.m. Eastern Daylight Time on the 1st business day following the date hereof, subject to notification of satisfaction of the conditions to the First Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor (the “First Closing Date”)).
First Closing Date. The first closing of the Acquisition (the “First Closing”) shall take place at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000, at 10:00 a.m. on the later of (a) the second Business Day following the date on which each of the conditions set forth in Article VI is satisfied or waived by the party entitled to waive such condition (except for any conditions that by their nature can only be satisfied on the First Closing Date, but subject to the satisfaction of such conditions or waiver by the party entitled to waive such conditions) and (b) 60 days after the date hereof or such earlier date as the Purchaser may designate in writing. The date on which the First Closing occurs is referred to herein as the “First Closing Date.” The First Closing Date and the Second Closing Date are herein referred to as the “Closing Dates” and the First Closing and the Second Closing are herein referred to as the “Closings.”
First Closing Date. Subject to the terms and conditions set forth in this Agreement, the date and time of the First Closing shall be the First Closing Date (or such later date as is mutually agreed to by the Company and each Investor).
First Closing Date. 2 First Closing Pledged Shares. 3 Indemnified Liabilities . . . 24 Indemnitees . . . . . . . . . 24
First Closing Date. The closing of the purchase and sale of the First Closing Shares hereunder shall be held on the date hereof or such other date as the Company and the Investor may agree upon (the "First Closing") at the offices of Xxxxxx Godward LLP, Five Palo Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, XXX. The date of the First Closing is hereinafter referred to as the "First Closing Date." At the First Closing, the Company shall cause to be issued to the Investor a stock certificate dated as of the First Closing Date, in the name of the Investor, representing the First Closing Shares being purchased against payment of the purchase price therefor by check or by wire transfer to the Company's Bank account. The Company shall deliver such stock certificate to the Investor at the First Closing or promptly thereafter. The Company will also make all such deliveries as are contemplated by Section 5 of this Agreement.
First Closing Date. Subject to the satisfaction or waiver of all the conditions to the First Closing set forth in Sections 6, 7 and 8 hereof, the closing of the purchase and sale of the First Tranche Shares hereunder (the “First Closing”) shall be held virtually by telephonic meeting on the later of (i) November 30, 2021 and (ii) the date that is five (5) days after the satisfaction of the conditions to First Closing set forth in Sections 6, 7 and 8 (other than those conditions that by their nature are to be satisfied at the First Closing), at 7:00 a.m., Pacific Time, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California 94025, or at such other time, date and location as the parties may agree. The date the First Closing occurs is hereinafter referred to as the “First Closing Date.”
First Closing Date. Subject to the satisfaction or, to the extent permissible by law, waiver (by the party for whose benefit the First Closing condition is imposed) on the date scheduled for the First Closing, of the conditions precedent set forth in Sections 7.1 and 7.2, as appropriate, the First Closing shall take place at 10:00 a.m. on April 23, 1999.
