The Final Closing. The consummation of the transfer of the Alliance Fund Assets pursuant to the transactions contemplated by Section 2.3 of this Agreement, and any related Acquired Assets pursuant to the transactions contemplated in Section 2.1 of this Agreement (the “Final Closing”), shall take place at the offices of Ropes & Xxxx LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such date and at such time as the Parties may agree promptly following the satisfaction or waiver of all conditions to the consummation of the transactions contemplated to be consummated on the Final Closing Date pursuant to this Agreement, the Reorganization Agreements, and the other Transaction Documents (the “Final Closing Date”). If the Final Closing does not occur before August 31, 2005, the Parties will no longer be obligated to affect the Final Closing or any additional Interim Transfers.
The Final Closing. The consummation of the transactions contemplated by this Transaction Agreement (the “Final Closing”) shall take place at 10:00 a.m., Atlanta time, on the second business day after satisfaction or waiver in writing of the conditions set forth in Section 5.2, Section 5.3 and Section 5.4 (not including conditions which are to be satisfied by actions taken at the Final Closing) or on such other date as the Parties may agree, at the offices of King & Spalding LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, unless another time, date or place is agreed to in writing by the Parties. The “Final Closing Date” shall be the date on which the Final Closing is consummated.
The Final Closing. The consummation of the other transactions contemplated by the MOU and this Tri-Party MOU (the “Final Closing”) shall take place at 10:00 a.m., Atlanta time, on the second business day after satisfaction or waiver in writing of the conditions set forth in (i) Section 13.6 and Section 13.7 of the MOU and (ii) Section 13.5 and Section 13.6 of this Tri-Party MOU (not including conditions which are to be satisfied by actions taken at the Final Closing) or on such other date as the GWCCA and StadCo may agree, at the offices of King & Spalding LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, unless another time, date or place is agreed to in writing by the Parties. The “Final Closing Date” shall be the date on which the Final Closing is consummated.
The Final Closing. CPS shall deliver, in fully transferable form, the remaining 165,000 Shares of the issued and outstanding Shares of CPS as set forth in attached Schedule 1.2. In exchange for 165,000 transferable CPS Shares, BEKAM shall deliver to CPS, the amount of $100,000 in cash, cashier's check, or wire in the discretion of CPS; and shall deliver to SHOGUN INVESTMENT GROUP, LTD. ("SHOGUN") a certificate for 50,000 Shares of CPS common stock, restricted under Rule 144. This transaction shall be referred to as the "Final Closing." The Initial Closing and the Final Closing shall be referred to collectively as the "Closings."
The Final Closing. (a) At the Final Closing, CPS shall make the following deliveries to BEKAM:
(i) Certificates representing the CPS Shares that BEKAM is acquiring as set forth in Section 1.2 above;
(ii) A certificate of good standing for CPS from the office of the Utah Secretary of State, dated within 60 days of the date of the Final Closing;
(iii) Federal and state tax clearance certificates for CPS, dated within 60 days of the date of the Final Closing;
(iv) Properly completed and executed Due Diligence Checklists and Officer and Director Questionnaires in the form previously provided to CPS;
(v) A certificate executed by CPS certifying that all CPS's representations and warranties under this Agreement are true as of the Final Closing, as though each of those representations and warranties had been made on that date;
(vi) Certified resolutions of the Board of Directors of CPS, in form satisfactory to counsel for BEKAM, authorizing the execution and performance of this Agreement; and
(vii) An opinion of CPS's counsel, dated as of the Final Closing, as set forth in Section 3.3(f).
(b) At the Final Closing, BEKAM shall deliver to CPS full payment of the purchase price as set forth in Section 1.2 above.
The Final Closing. The Final Closing, consisting of the delivery by CPS of remaining 165,000 fully transferable Shares of the issued and outstanding Shares of CPS and any and all other remaining outstanding documents as set forth in the Agreement by CPS in exchange for the payment of $100,000 delivered by BEKAM would occur within forty-five calendar days of the Initial Closing.
The Final Closing. The Final Closing was held on January 5, 1999 (the "Final Closing Date"), at the offices of Xxxxxxx & Beam, Xxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx, 00000.
The Final Closing. The "Final Closing" of the transactions provided for herein shall take place at the offices of Buyer at 10:00 A.M. EST on the fifth business day following the date on which the conditions set forth in Section 4.01(b) have been met or waived (the "Final Closing Date"), except as set forth in Section 4.01(b).
The Final Closing. The rights and obligations of each of the Investors to purchase any shares of the Series A Preferred Shares at the Final Closing are subject to the fulfilment, on or before such Closing, of each of the following conditions precedent, in addition to the conditions precedent set forth in Section 4.1 (except for Sections 4.1(g), (h), (i) and (j)), unless otherwise waived by each of the Investors:
(a) a written certification by a director of each of the Investors that Milestone #2 has been satisfied;
(b) a written certification by a director of each of the Investors that there has not been any material breach by the Company, the WFOE Subsidiary, QUALCOMM or Techfaith, as the case may be, to any of the Transaction Documents and/or the WFOE Articles of Association; and
(c) a written certification by a director of each of the Investors that there has not been any material breach by the Company, the WFOE Subsidiary, QUALCOMM or Techfaith, as the case may be, to any of the License Agreements.
The Final Closing. (a) The final closing of the Transactions (the “Final Closing”) shall take place at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., local time, on the third Business Day following the date on which the conditions set forth in Article 8 are satisfied or waived, or at such other place, time and date as IFMI and the PrinceRidge Representative may mutually agree (the date on which the Final Closing occurs, the “Final Closing Date”).
(b) Upon satisfaction of the Final Closing Condition, the Termination and Separation Agreement shall automatically be deemed terminated without further action by the parties thereto.
