Subsequent to the Closing Date Sample Clauses

Subsequent to the Closing Date. Borrower may designate any Subsidiary of Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Borrower or any Subsidiary of Borrower (other than any Subsidiary of the Subsidiary to be so designated).
Sample 1
Subsequent to the Closing Date. Seller shall, from time to time, execute and deliver, upon the request of Buyer, all such other and further materials and documents and instruments of conveyance, transfer or assignment as may reasonably be requested by Buyer to effect, record or verify the transfer to, and vesting in Buyer, of Seller's right, title and interest in and to the Purchased Assets, free and clear of all Liens, except for Permitted Liens, in accordance with the terms of this Agreement.
Sample 1
Subsequent to the Closing Date. Buyer shall pay to the Seller Group and the Warrant Holders an amount equal to the remaining fifty percent (50%) of the Base Purchase Price (the “Contingent Consideration”) in installments as set forth in Section A of Schedule A attached hereto, with each installment payable as provided therein. Additionally, Buyer shall pay to the Seller Group and the Warrant Holders an amount equal to the Contingent TaxBonus payable as provided in Section C of Schedule A.
Sample 1
Subsequent to the Closing Date. (c) If the amount of Total Current Assets, less the amount of Total Current Liabilities, shown on the Closing Balance Sheet as so finally determined (the "Net Current Asset Value") exceeds $12,942,000, then the amount of such excess (the "Increase Amount") will be added to the Estimated Purchase Price to result in the Purchase Price, and Buyer will, within ten days after such final determination, pay the Increase Amount to Seller by wire transfer of federal funds to an account designated by Seller.
Sample 1
Subsequent to the Closing Date. Seller shall provide Purchaser and the Company with such assistance (including the provision of records) as may reasonably be requested by either of them in connection with (i) the preparation of any Tax Return, (ii) the response to any audit or other examination by any Governmental Authority, or (iii) any judicial or administrative proceeding relating to any Liability for Taxes.
Sample 1
Subsequent to the Closing Date. Following the issuance of the Certificates, the Trustee will, in addition to any other obligations or agreements of the Trustee contained in the Declaration, do the following:
Sample 1

Related to Subsequent to the Closing Date

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Operations Prior to the Closing Date (a) Sellers shall operate and carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Sellers shall keep and maintain the Purchased Assets in good operating condition and repair and shall use each of their reasonable best efforts consistent with good business practice to maintain the business organization of the Divisions intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business. In connection therewith, Sellers shall not (i) transfer or cause to be transferred from either Division any employee or agent thereof, (ii) offer employment after the Closing Date to any such employee or agent or (iii) otherwise attempt to persuade any such person to terminate his or her relationship with either Division.

  • Closing; Closing Date The sale and purchase of the Capital Securities by the Offerors to the Purchaser shall take place at a closing (the "Closing") at the offices of Xxxxx, Xxxx & Xxxxxxxx, X.X., at 10:00 a.m. (St. Louis time) on December 15, 2004, or such other business day as may be agreed upon by the Offerors and the Placement Agents (the "Closing Date"); provided, however, that in no event shall the Closing Date occur later than December 31, 2004 unless consented to by the Purchaser. Payment by the Purchaser shall be payable in the manner set forth in the Subscription Agreement and shall be made prior to or on the Closing Date.

  • The First Closing Date Delivery of certificates for the Firm Common Shares to be purchased by the Underwriter and payment therefor shall be made at the offices of Mxxxxx Xxxxxxx Xxxxxx & Brand, LLP, 90 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (or such other place as may be agreed to by the Company and the Underwriter) at 9:00 a.m., Minneapolis, Minnesota time, on ______, 2006, or such other time as the Underwriter shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on July 2, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Subsequent Closing Following the initial Closing, the Company may sell additional notes (the “Additional Notes”) and additional warrants (the “Additional Warrants”) to the same or other investors (the “Additional Investors”) on the same terms set forth in this Agreement. The Company shall revise Schedule I to this Agreement to reflect such additional sales. The closing of the purchases and sales of the Additional Notes and Additional Warrants shall take place at such times and places as the Company and the Additional Investor(s) shall mutually agree (each closing a “Subsequent Closing”). At the Subsequent Closing, the Company will deliver to each of the Additional Investors the respective Note and Warrant to be purchased by such Additional Investor, against receipt by the Company of the corresponding purchase price set forth on Schedule I hereto (also, the “Purchase Price”). Each of the Notes and Warrants will be registered in such Additional Investor’s name in the Company’s records. Unless the context requires otherwise, the Closing and any Subsequent Closing is generally referred to as a “Closing”, and each Investor and each Additional Investor is generally referred to as an “Investor.” Each Additional Investor under this Section 1(c) shall be deemed to be an Investor under this Agreement subject to the terms and conditions hereunder, and any Additional Notes and Additional Warrants purchased and sold in a Subsequent Closing shall be deemed respectively to be “Notes” and “Warrants” (as defined in Section 1(a) of this Agreement).

  • First Closing On the First Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $387,500 of shares of Preferred Stock and Warrants. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for the First Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing (the “First Closing”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.