The Closing Sample Clauses
The Closing clause defines the procedures and requirements for finalizing a transaction or agreement. It typically outlines the date, location, and conditions that must be met before the parties can complete the deal, such as the exchange of documents, payment of funds, or transfer of assets. By specifying these details, the clause ensures that both parties understand the steps necessary to officially conclude the transaction, thereby reducing the risk of misunderstandings or disputes at the final stage.
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The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Coms▇▇▇▇'▇ ▇▇▇tificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).
The Closing. The sale and purchase of the Receivables shall take place at a closing at the offices of M▇▇▇▇ ▇▇▇▇▇ LLP, 7▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.
The Closing. The sale and purchase of the Receivables shall take place at a closing at a place, on a date and at a time mutually agreeable to World Omni and WOAR and may occur simultaneously with the closing of any related transactions contemplated by (a) the Sale and Servicing Agreement and (b) the Indenture.
The Closing. The closing of the transactions contemplated hereby shall take place at 10:00 am local time, at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., on the day on which the Initial Public Offering of Pentegra Common Stock is consummated. The date on which the Closing occurs is hereinafter referred to as the "Closing Date".
The Closing. The closing of the transactions contem plated by this ----------- Agreement (the "Closing") shall be held at 9:00 a.m. local time on the date of the Effective Time at the offices of ▇▇▇▇ & ▇▇▇▇▇ Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other date, place and time as the parties may agree.
The Closing. (a) Any closing hereunder shall take place on the date specified by the Grantee in its Exercise Notice at 9:00 A.M., local time, at the offices of Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, 1999 Avenue of the Stars, Los Angeles, California, or, if the conditions set forth in Section 2(a) or 2(b) have not then been satisfied, on the second business day following the satisfaction of such conditions, or at such other time and place as the parties hereto may agree (the "Closing Date"). On the Closing Date, the Grantor will deliver to the Grantee a ------------ certificate or certificates representing the Option Shares in the denominations designated by the Grantee in its Exercise Notice and the Grantee will purchase such Option Shares from the Grantor at the price per Option Share equal to the Purchase Price. Unless otherwise specified in this Agreement, any payment made by the Grantee to the Grantor, or by the Grantor to the Grantee, pursuant to this Agreement shall be made by certified or official bank check or by wire transfer of immediately available funds to a bank designated by the party receiving such funds.
(b) Certificates for the Option Shares delivered on the Closing Date will have typed or printed thereon a restrictive legend which will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE VARCO STOCK OPTION AGREEMENT DATED AS OF MARCH 22, 2000, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF VARCO AT ITS PRINCIPAL EXECUTIVE OFFICES." It is understood and agreed that (i) the reference to restrictions arising under the Securities Act of 1933, as amended (the "Securities Act"), in the above -------------- legend will be removed by delivery of substitute certificate(s) without such reference if such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or Grantee has delivered to Grantor a copy of a letter from the staff of the Securities and Exchange Commission, or an opinion of counsel in form and substance reasonably satisfactory to Grantor and its counsel, to the effect that such legend is not required for purposes of the Securities Act and (ii) the reference to re...
The Closing. The sale and purchase of the Receivables shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date at a time mutually agreeable to the Seller and Ally Auto, and will occur simultaneously with the closing of transactions contemplated by the Further Transfer Agreements.
The Closing. The execution and delivery of the Transaction Documents (the “Closing”) shall occur at the offices of Company at 10:00 a.m. (local time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.
The Closing. The time and date of closing and delivery of the documents required to be delivered to the Placement Agent pursuant to Sections 5 and 7 hereof shall be at 11:00 A.M., New York time, on or about ________, 2017 (the “Closing Date”) at the office of E▇▇▇▇▇▇▇ G▇▇▇▇▇▇▇ & Schole LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
The Closing. The closing (the “Closing”) of the transactions contemplated hereby shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (New York City time) on , 20 , or at such other time or place as the parties shall agree.