Post-Closing Obligations of the Holder Sample Clauses

Post-Closing Obligations of the Holder. Upon the later of the date the Registration Statement is declared effective by the SEC and the date on which the New Shares are listed with The New York Stock Exchange (“NYSE”), the Holder agrees to pay to the REIT in cash by wire transfer of immediately available funds, in accordance with the wire transfer instructions provided to the Holder by the REIT, an amount equal to the sum of $1 million plus the amount of all third-party fees and expenses reasonably incurred by the REIT in connection with the Exchange and evidenced by reasonably detailed documentation, as described in Article V hereof and as set forth in reasonable detail in a memorandum from the REIT to the Holder; provided, however, that the Holder will not be obligated to pay such sum of $1 million plus such third-party fees or expenses if (i) the REIT fails to use commercially reasonable efforts to cause the New Shares to be issued in the Exchange to be registered for resale pursuant to an effective registration statement under the Securities Act or to be listed for trading on the NYSE, in either case at or promptly after the time of delivery of the New Shares pursuant to the Exchange or (ii) the Holder (or other selling shareholder) incurs liability under applicable securities law in connection with the registration or sale of the New Shares issued in the Exchange (other than any such liability arising solely out of information provided by the Holder (or other selling shareholder) expressly for inclusion in the registration statement covering the New Shares issued in the Exchange).
Sample 1
AutoNDA by SimpleDocs

Related to Post-Closing Obligations of the Holder

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Obligations of the Holder a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify Holder in writing of the information the Company requires from Holder. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Holder that Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement.

  • Closing Obligations At the Closing:

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Obligations of the Holders In connection with the registration of the Registrable Securities, the Holders shall have the following obligations:

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Conditions of the Obligations of the Purchasers The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Obligations of the Purchasers In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations:

  • Obligations of the Purchaser In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

Time is Money Join Law Insider Premium to draft better contracts faster.