The First Closing Clause Examples
The First Closing clause defines the initial date or event upon which the parties to an agreement formally complete the first stage of their transaction, such as the transfer of assets, shares, or funds. In practice, this clause specifies the conditions that must be satisfied before the first closing can occur, such as regulatory approvals, delivery of documents, or payment of a purchase price installment. Its core function is to establish a clear and enforceable milestone in multi-stage transactions, ensuring that both parties understand when their initial obligations are triggered and reducing uncertainty about the timing and sequence of key events.
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The First Closing. (a) The closing of the purchase and sale of the First Closing Shares (the "FIRST CLOSING"), shall take place at the offices of the Investors' counsel:
(i) at 10:00 am., local time on the latest of:
(A) the earlier of the date: (1) five business days after the Investors receive notice from CDRD that the FCC has adopted the Pioneer's Preference Order or (2) on which the funds placed in the Escrow Account (as defined below) are released in accordance with the terms and conditions of the Escrow Agreement (as defined below) in connection with a Winning Bid; and
(B) the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to the First Closing shall be fulfilled or waived in accordance herewith; or
(ii) at such other time and place and/or on such other date as all of the Investors and CDRD may agree. The date on which the First Closing occurs is referred to herein as the "FIRST CLOSING DATE."
(b) On the First Closing Date, CDRD shall deliver to each Investor certificates (with the number of and denomination of such certificates designated by such Investor) representing the First Closing Shares and, if Warrants are then issuable pursuant to Section 3.2, such Warrants, purchased by such Investor under this Agreement registered in the name of such Investor (or its nominee) or deposit such First Closing Shares and Warrants, if any, into accounts designated by such Investor, and such Investor shall deliver, or cause to be delivered, to CDRD the Purchase Price for the number of First Closing Shares and, if Warrants are then issuable pursuant to Section 3.2, such Warrants, purchased by such Investor under this
The First Closing. The closing of the purchase and sale of the initial 10,000 Shares of Preferred Stock at an aggregate purchase price of $10,000,000 and Warrants for an aggregate of 2,500,000 shares of Common Stock (the "First Closing") shall take place at the offices of the Company, or by transmission by facsimile and overnight courier, immediately following the execution hereof or such later date or different location as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party (the "First Closing Date"). At the First Closing: Each Purchaser shall deliver, as directed by the Company, its portion of the purchase price as set forth next to its name on Schedule I in United States dollars in immediately available funds to an account or accounts designated in writing by the Company; The Company shall deliver a Preferred Stock certificate(s) representing the number of shares of Preferred Stock purchased by each Purchaser as set forth next to such Purchaser's name on Schedule I, registered in the name of such Purchaser, each in form satisfactory to the Purchaser and issued pursuant to the Certificate of Designation with an initial Conversion Price (as defined therein) equal to $4.00; The Company shall deliver a Warrant(s), in the form of Exhibit B hereto and with the Exercise Price (as defined therein) equal to $4.00, representing the number of shares of Common Stock as set forth next to such Purchaser's name on the Schedule I, registered in the name of such Purchaser; and
The First Closing. The closing of the purchase and the sale of the Shares of Series C Preferred Stock hereunder (the "Closing") shall be held at the offices of Olshan Grundman Frome Ro▇▇▇▇▇▇i▇ & ▇▇▇▇sky LLP, ▇▇▇ ▇▇▇▇ Avenue, New Yor▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇, on the date hereof, or at such other time and place upon which the Company and the Purchasers participating in such Closing shall agree (the "First Closing Date").
The First Closing. The consummation of the transfer of the Alliance Fund Assets pursuant to the transactions contemplated by Section 2.2 and Section 2.4 of this Agreement, and any related Acquired Assets pursuant to the transactions contemplated in Section 2.1 of this Agreement (the “First Closing”), shall take place at the offices of Ropes & ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on such date and at such time as the Parties may agree, promptly following the date contemplated in the applicable notices constituting part of the Negative Consent Process and the satisfaction or waiver of all conditions to the consummation of the transactions contemplated to be consummated on the First Closing Date pursuant to this Agreement and the other Transaction Documents (other than those conditions which are not intended to be fulfilled at the First Closing) (the “First Closing Date”). The Parties agree to exercise commercially reasonable efforts to cause the conditions to the other Party’s obligation to effect the First Closing to be satisfied as soon as reasonably practicable. Reference is made to Section 8.1 for the rights of the Parties under certain circumstances if the First Closing shall not have been consummated.
The First Closing. The closing of the purchase and sale of the initial $3,000,000 aggregate principal amount of Debentures (the "First Closing") shall take place at the offices of Akin, Gump, Strauss, Haue▇ & ▇eld, ▇.L.P., 590 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ by transmission by facsimile and overnight courier, immediately following the execution hereof or such later date or different location as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party (the "First Closing Date"). At the First Closing:
(i) Each Purchaser shall deliver, as directed by the Company, its portion of the purchase price as set forth next to its name on Schedule I in United States dollars in immediately available funds to an account or accounts designated in writing by the Company;
(ii) The Company shall deliver to each Purchaser a Debenture, in the form of Exhibit A hereto, representing the principal amount purchased by such Purchaser as set forth on Schedule I hereto;
(iii) The parties shall execute and deliver each of the documents referred to in Section 4.1 hereof.
The First Closing. The first closing (the "First Closing") of the sale and purchase of Aduromed Series A Preferred and First Closing Aduromed Warrants under the Original Purchase Agreement shall take place at the offices of Mayer, Brown, ▇▇▇▇ & Maw LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as is mutually agreeable to Aduromed and the Purchasers. At the First Closing, Aduromed shall deliver to each Purchaser (a) certificates representing shares of Aduromed Series A Preferred in an amount calculated in accordance with Section 1.2(a) and (b) First Closing Aduromed Warrants to purchase First Closing Aduromed Warrant Shares in an amount calculated in accordance with Section 1.2(a), in each case, registered in the name of each such Purchaser, against payment to Aduromed of the First Closing Purchase Price therefor, by wire transfer, Federal Reserve Bank Check, or other method acceptable to Aduromed. The First Closing occurred on September 1, 2005 (the "First Closing Date").
The First Closing. The purchase and sale of Note 1 will take place at the offices of Fenwick & West LLP, 275 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ 10:00 a.m. Pacific time, on December 15, 2000 or such later date to be determined in the sole discretion of Borrower, or at such other time and place as Borrower and Holder mutually agree upon (which time and place are referred to as the "FIRST CLOSING"). At the First Closing, Holder 176 will deliver to Borrower payment in full for the Note in the amount of $5,000,000, which such Holder agrees to purchase at the First Closing by (i) a check payable to Borrower's order, (ii) wire transfer of funds to Borrower, or (iii) any combination of the foregoing. At the First Closing, Borrower will deliver to Holder a duly executed Note 1 substantially in the form set forth on Exhibit A.
The First Closing. The First Closing shall take place on December ----------------- 3, 1997, in accordance with Sections 1(b) and 1(c)
The First Closing. The closing of the purchase and sale of the initial $15,000,000 aggregate principal amount of Debentures (the "FIRST CLOSING") shall take place at the offices of Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or by transmission by facsimile and overnight courier, immediately following the execution hereof or such later date or different location as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party (the "FIRST CLOSING DATE"). At the First Closing:
(i) Each Purchaser shall deliver, as directed by the Company, its portion of the purchase price as set forth next to its name on SCHEDULE I in United States dollars in immediately available funds to an account or accounts designated in writing by the Company;
(ii) The Company shall deliver to each Purchaser a Debenture, in the form of EXHIBIT A hereto, representing the principal amount purchased by such Purchaser as set forth on SCHEDULE I hereto;
(iii) The parties shall execute (except for the opinion referred to in Section 4.1(c)(i)) and deliver each of the documents referred to in Section 4.1 hereof.
The First Closing. (a) The First Closing shall take place at the executive offices of Industries in Nashville, Tennessee or at such other place, and at such time, as the Ingram Companies may agree following satisfaction or waiver o▇ ▇▇▇ conditions set forth in Article 5A. The date and time of such closing are referred to herein as the "First Closing Date". The First Closing shall take place in two phases as specified below.
(b) In the first phase, the following actions shall take place simultaneously:
(i) the Thrift Plan, pursuant to the written instructions of the Investment Manager, shall deliver to Industries (x) certificates representing the Exchange Securities of the Thrift Plan, duly endorsed in blank or accompanied by a duly executed stock power and (y) executed counterpart signature pages to each Related Agreement; and
(ii) Industries shall deliver to the Thrift Plan certificates representing the number of shares of Micro Common Stock, rounded up to the nearest whole share, which the Thrift Plan is entitled to receive as set forth opposite the name of the Thrift Plan on Annex I thereto.
(c) Immediately following the first phase, the following actions shall take place simultaneously in the second phase:
(i) The Exchange Securities to be exchanged pursuant to Section 2.2(c)(ii) and the other related documents tendered pursuant to Section 2.7 shall be released from escrow to Industries;
(ii) Industries shall deliver to each Holder (other than the Thrift Plan), certificates representing the number of shares of Micro Common Stock which such Holder is entitled to receive as set forth opposite the name of such Holder on Annex I, rounded up to the nearest whole share, plus with respect to each Holder that is a member of the Family Group, the number of shares of Micro Common Stock, rounded up to the nearest whole share, represented by the product of (A) such Holder's Fraction and (B) the product of 1.3729 and the Unexchanged Shares; and
(iii) Industries shall deliver to Micro for cancellation all of the shares of Micro Common Stock that have not been delivered to the Thrift Plan pursuant to Section 2.2(b) or to the Holders pursuant to Section 2.2(c).
(d) If pursuant to Section 2.7 any Holder (other than a Holder that is a member of the Entertainment Group) has delivered to Industries certificates representing a greater number of shares of Industries Common Stock than the number of Exchange Securities of such Holder, at the First Closing, Industries shall deliver to such Holde...