Subscription Closing. The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date. Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Closing Date, the Issuer shall deliver to Buyer (1) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer as the owner of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyer, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to ...
Subscription Closing. Subject to:
Subscription Closing. (a) Subscriber hereby applies to become a member of the Company, on the terms and conditions set forth in this Agreement and the Operating Agreement, a copy of which has been furnished to Subscriber. Subscriber acknowledges receipt of a copy of the Operating Agreement.
Subscription Closing. Subject to the satisfaction or waiver of the conditions to the Subscription set forth in Section 1.3, the closing of the Subscription (the “Subscription Closing”) will take place immediately after Purchaser’s acceptance of the shares of Common Stock tendered pursuant to the Offer at the offices of Kxxxxxxxxx Txxxxxxx & Sxxxxxxx LLP, 1000 Xxxxxxxxx Xxxxxx XX, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000-0000. At the Subscription Closing, the Investor will deliver or cause to be delivered to Parent a counterpart signature page to the Amended and Restated Limited Partnership Agreement of Parent, in substantially the form attached hereto as Exhibit A (the “Limited Partnership Agreement”). Upon receipt of the foregoing deliveries by Parent, and effective as of the Subscription Closing, the Investor will be admitted as a limited partner of Parent. The rights, privileges and preferences of the Purchased Units issued to the Investor shall be as set forth in the Limited Partnership Agreement. The date upon which the Subscription Closing occurs is the “Subscription Closing Date”.
Subscription Closing. Notwithstanding the provisions herein (except clause 2.1, to which this clause 3.3 is subject), the Company may request interim closings upon 5 days written notice with any necessary adjustments to be made to the ultimate subscription amount. Subject to:
Subscription Closing. Subject to the conditions set forth herein, the sale, issuance and delivery of the Purchased Shares referred to in Section 1.1 (the “Subscription Closing”) shall take place remotely by electronic exchange of closing deliveries, concurrently with, and contingent upon, the Closing (as such term is defined in an underwriting agreement between the Company and the underwriters substantially in the form attached hereto as Exhibit A) (the “Underwriting Agreement”). Such date on which the Subscription Closing takes place is herein referred to as the “Subscription Closing Date”.
Subscription Closing. (a) The closing of the Subscription Transaction (the “Subscription Closing”) shall occur at the offices of Dxxxx & Gxxxxxx LLP, 1740 Broadway, New York, New York, or at other place as the Parties may agree, on or before the fifth Business Day following the date on which the Company has sent to the Buyer the Subscription Notice, or at such other time as the Parties may agree in writing (the “Subscription Closing Date”), which Subscription Closing shall occur no later than January 31, 2013.
Subscription Closing a) The undersigned (“Subscriber”) hereby irrevocably subscribes to purchase [ ]1 shares of 8% Non-Cumulative, Non-Voting, Contingent Convertible Preferred Stock, Series F (the “Preferred Shares”) of Xxxxxx Capital Group, Inc., a Delaware corporation (the “Holding Company”), to be issued by the Holding Company in accordance with the terms included in the certificate of designations attached hereto as Exhibit B (the “Series F Certificate of Designations”), subject to reduction as provided below, for a purchase price of $25.00 per share. After the subscription for Preferred Shares by Subscriber and certain other Accredited Investors (the “Initial Investors”), other Accredited Investors (the “Other Investors” and, together with the Initial Investors, the “Investors”) will be offered an opportunity to purchase Preferred Shares for the same price per share and otherwise on substantially the same terms as set forth herein. The number of Preferred Shares to be purchased by each Initial Investor will be reduced by an amount equal to (x) the aggregate number of Preferred Shares subscribed for by the Other Investors multiplied by (y) a fraction equal to (A) the number of Preferred Shares subscribed for by such Initial Investor divided by (B) 1,000,000. The Preferred Shares and the shares of the Company’s common stock, per value $0.01 per share (the “Common Stock”), issuable upon conversion of the Preferred Shares (the “Conversion Shares”) are collectively referred to herein as the “Securities”.
Subscription Closing. The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Nabors shall deliver to the Issuer on the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds. As soon as reasonably practicable following the Closing Date, but not later than one (1) business day after the Closing Date, the Issuer shall deliver to Nabors (a) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws or the Acquisition Agreement), in the name of Nabors (or its nominee in accordance with its delivery instructions) or to a custodian designated by Nabors, as applicable; and (b) a copy of the records of the Issuer’s transfer agent or other evidence showing Nabors as the owners of the Subscribed Shares on and as of the Closing Date.
Subscription Closing. The purchase and sale of the Units provided for in this Agreement (the “Subscription Closing”) will take place electronically by fax or email on or before the Closing Date (as defined in the Purchase Agreement) or such other date agreed in writing by the parties hereto (such date, the “Subscription Closing Date”), subject to the satisfaction or waiver of all the conditions set forth in Section 1.3 and Section 1.4.
