Transactions Closing Clause Samples
The "Transactions; Closing" clause defines the procedures and requirements for finalizing a transaction between parties, typically in the context of a sale, merger, or acquisition. It outlines the steps that must be completed before the transaction is officially closed, such as the delivery of documents, payment of funds, and satisfaction of any conditions precedent. This clause ensures that both parties understand the sequence of events and obligations necessary to complete the deal, thereby reducing the risk of misunderstandings or disputes at the critical closing stage.
Transactions Closing. 8.1. We may accept closure of open Transactions outside our Quoting Hours dependent upon the market (i.e. where the relevant market is suspended or not available for whatever reason) but are not obliged to do so. You should close the Transactions during the Quoting Hours.
8.2. Opening of an opposing Transaction will not automatically close, wholly or in part, an existing Transaction. You must specifically close an open Transaction yourself.
8.3. In certain circumstances and in accordance with the Agreement, we will be entitled or may be required to close any of your open Transactions prior to the Expiry Date notwithstanding that your account is not in deficit. Normally, all Transactions still open on their Expiry Date will be automatically settled at the relevant price as outlined in the Market Information, Unless market conditions dictate otherwise. If the Expiry Date of a Transaction is not a recognised business day of the relevant Underlying Market, then the business day immediately preceding that stated will be considered as the Expiry Date unless an alternative is specifically stated in the Market Information or we notify you otherwise.
8.4. Open Transactions will automatically close on their Expiry Date (as are detailed in the Market Information) and any subsequent closing of any such Transaction by you (whether or not accepted in error by us) will be void.
8.5. On the Expiry Date of a Transaction with a specific expiry date, the settlement price will be based on the closing Bid or Offer price of the Underlying Market plus or minus our spread on that Transaction, depending on your Transaction.
8.6. If the Expiry Date is during a period of low liquidity in the Underlying Market, we may settle the Transaction at the price achieved by removing our hedge on the relevant Transaction during the course of the final business day of the relevant Expiry Date plus or minus our relevant spread or at the closing Bid/Offer price in the relevant Underlying Market plus or minus our relevant spread.
8.7. It may be that under certain Underlying Market conditions we are not able to close a single Transaction with sizeable market consideration in full at one price, then we may close such Transaction at a price reflecting the price at which we are able to transact any relevant underlying hedge.
Transactions Closing. Unit Purchase 19 Section 2.2 Cash Distribution Waterfall 20 Section 2.3 Closing 21 Section 2.4 Earn-Out Consideration 21 Section 2.5 PubCo Common Stock Issuance to BT Assets 23 Section 2.6 Treatment of Phantom Equity 23 Section 2.7 Closing Deliverables 24 Section 2.8 Closing Payments 25 Section 3.1 Company Organization 27 Section 3.2 Subsidiaries 27 Section 3.3 Due Authorization 27 Section 3.4 No Violation 28 Section 3.5 Governmental Authorizations 28 Section 3.6 Capitalization 28 Section 3.7 Financial Statements 30 Section 3.8 Undisclosed Liabilities 31 Section 3.9 Litigation and Proceedings 31 Section 3.10 Legal Compliance 31 Section 3.11 Contracts; No Defaults 32 Section 3.12 BT Benefit Plans 34 Section 3.13 Labor Relations; Employees 36 Section 3.14 Taxes 37 Section 3.15 Real Property 40 Section 3.16 Environmental, Health and Safety 40 Section 3.17 Intellectual Property 41 Section 3.18 Data Privacy; Personal Data 43 Section 3.19 Absence of Changes 44 Section 3.20 Anti-Corruption Compliance 44 Section 3.21 Insurance 45 Section 3.22 Subscription-Related Representations 45 Section 3.23 Information Supplied 46 Section 3.24 Brokers’ Fees 46 Section 3.25 No Outside Reliance 46 Section 3.26 Indebtedness; Cash; Transaction Expenses 46 Section 3.27 No Additional Representation or Warranties 46
Transactions Closing. The Transactions shall have closed.
Transactions Closing. Section 2.1. Pre-Closing Actions
Transactions Closing. 14 Section 2.1 Transactions ........................................................................................................ 14 Section 2.2 Closing; Payment of Purchase Price ................................................................... 14 Section 2.3
Transactions Closing