The Final Closing Sample Clauses

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 & Gray LLP, 45 Rockefeller Plaza, New York, New York 10111, 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. (a) The final closing of the Transactions (the “Final Closing”) shall take place at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, 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”).
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. 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. The Final Closing was held on January 5, 1999 (the "Final Closing Date"), at the offices of Horwitz & Beam, Two Venture Plaza, Suite 350, Irvine, California, 92618. At the Final Closing, BEKAM delivered to CPS, good and cleared funds in the amount of $100,000. At the Final Closing, CPS delivered to BEKAM, the shares of stock as designated in Schedule 1.2 of the Agreement. Also at the Final Closing, CPS executed and delivered to BEKAM the following documents: (i) a Certificate, certified by the Secretary of State of the State of Utah, dated within 60 days of the Final Closing Date, as to the due incorporation and corporate good standing of CPS; (ii) Federal and State Tax Clearance Certificates for CPS, dated within 60 days of the Final Closing Date; (iii) a Certificate, duly certified by all officers and directors of CPS; (iv) the Legal Opinion in a form substantially as set forth in Exhibit A to the Agreement; and (v) a Certificate, duly executed by all of the officers and directors of CPS, as required by Sections 3.3(a) and 3.3(b) of the Agreement.
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:
The Final Closing. (a) At the Final Closing, CPS shall make the following deliveries to BEKAM:
The Final Closing 

Related to The Final Closing

  • Final Closing Unless this Agreement shall have been terminated prior to the Initial Closing, and subject to the satisfaction or waiver of the closing conditions for the Final Closing set forth in Article VIII on or prior to the Final Closing Date, the final closing of the transactions contemplated hereby (the "FINAL CLOSING") shall take place at 10:00 a.m. on the earlier to occur of (i) the 30th day after the Initial Closing Date and (ii) the date on which the Company closes the sale of the Senior Notes (such earlier date the "FINAL CLOSING DATE") at the offices of Kirkland & Ellis, New York, New York or at such other time, place and/or date as shall be agreed upon by the parties hereto. The Initial Closing and the Final Closing are sometimes referred to herein, collectively, as the "CLOSINGS" and each individually as a "

  • 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 Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, or such other place as may be agreed upon by the parties hereto.

  • First Closing Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company on the First Closing Date, such number of Units set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-1 (the “First Closing”). The date of the First Closing is hereinafter referred to as the “First Closing Date.”

  • Additional Closing The obligation of the Company hereunder to issue and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfaction, at or before the applicable Additional 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:

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Second Closing The “Second Closing Date” shall be on or before the fifth business day after the compliance with the Second Closing Condition as defined in Section 1(d) of this Agreement (the “Second Closing Date”). Subject to the satisfaction or waiver of the conditions to Closing, on the Second Closing Date, each Subscriber shall purchase and the Company shall sell to each Subscriber a Note in the principal amount set forth on the signature page hereto (“Second Closing Notes”) and Warrants as described in Section 2 of this Agreement (“Second Closing Warrants”). The Second Closing Notes shall be of the same tenor as the Notes issuable on the Initial Closing Date and have the same maturity date as the Initial Closing Notes. The principal amount of the Notes to be purchased by the Subscribers on the Second Closing Date shall be Six Hundred Thousand Dollars ($600,000) (the “Second Closing Purchase Price”).

  • 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:

  • 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).

  • 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P., at 10:00 a.m. (New York City time) on May 15, 2003, 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 May 22, 2003 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 Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York City time, on March 27, 2013, or such other time and date not later than 1:30 p.m. New York City time, on March 27, 2013 as the Representative shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the “First Closing Date”). The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company, the Selling Stockholders or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Sections 11 and 19.