The Closing; Closing Deliverables. (a) The closing of the Purchase and Transfer of the Shares (the “Closing”) shall occur at the offices of Sxxxxxxx & Cxxxxxxx LLP, 100 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, or remotely via electronic exchange of documents and signatures on (i) the fifth (5th) Business Day following the date on which each of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived in accordance with this Agreement, or (ii) at such other time and place as the parties hereto may mutually agree. The Closing shall be deemed effective as of the Effective Time.
The Closing; Closing Deliverables. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement on the date of this Agreement (the “Closing Date”), shall be conducted electronically via email, and shall be deemed to be effective at 12:01 a.m. (Pacific time) on the Closing Date. At the Closing:
The Closing; Closing Deliverables. (a) The closing of the Stock Sale (the “Closing”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, or remotely via electronic exchange of documents and signatures on (i) the first (1st) day of the month immediately following the month in which each of the conditions set forth in ARTICLE 6 (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived in accordance with this Agreement, or (ii) at such other time and place as the parties hereto may mutually agree. The Closing shall be deemed effective as of the Effective Time. (b) At the Closing, Purchaser shall deliver to Seller the following: (i) the Closing Date Cash Consideration, by wire transfer of immediately available funds, to one or more accounts which have been designated by Seller in writing at least three (3) Business Days prior to the Closing Date; (ii) stock certificates, or if (at Purchaser’s election) the applicable shares are uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller, representing a number of duly authorized and validly issued shares of Purchaser Common Stock equal to the Stock Consideration, in each case registered in the name of Seller, unless Seller designates some or all of such shares be registered in one or more names of one or more Affiliates of Seller by written notice no later than ten (10) Business Days prior to the Closing Date; (iii) a written opinion of counsel with respect to the validity and due authorization of the shares of Purchaser Common Stock comprising the Stock Consideration and other customary matters with respect to the due incorporation and valid existence of Purchaser and such shares being legally issued, fully paid and non- assessable; (iv) duly executed counterparts of the Transitional Services Agreement, Reverse Transitional Services Agreement, and Registration Rights Agreement;
The Closing; Closing Deliverables. (a) The closing of the transactions contemplated by Section 1.2 (the “Closing”) shall take place at the offices of Akerman LLP, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, 00000 at 10:00 a.m. Eastern Time on the second Business Day following the satisfaction or waiver of all of the conditions set forth in ARTICLE VII (other than those conditions that by their terms are to be satisfied at the Closing), or at such other place or on such other date as is mutually acceptable to the Buyer and the Seller Parties. The date of the Closing hereunder is referred to herein as the “Closing Date” and the Closing will be deemed to have occurred at 12:01 a.m. on the date upon which the Closing occurs.
The Closing; Closing Deliverables. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the date hereof simultaneously with the execution and delivery hereof at the offices of Xxxxxxxx & Xxxxx LLP located at 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or at such other location or on such other date as is mutually agreed to by Parent and Seller. The date on which the Closing shall occur is referred to herein as the “Closing Date.”
The Closing; Closing Deliverables
