At Closing definition

At Closing. (a) the Company shall enter into an amendment to the Registration Rights Agreement with AP, which amendment shall extend the benefits of such agreement, including "demand" registration rights, to the Stockholder in respect of all shares of Voting Securities owned directly or indirectly by the Stockholder and all shares of Company Class A Common Stock and any other Voting Securities held by AP or distributed to the partners of AP;

At Closing the current officers and director of Chiste shall deliver their resignations, as appropriate, as officers and directors of Chiste to be effective upon the Closing (the "Resignations"). Prior to Closing, the Company shall deliver or cause to be delivered to Chiste completed and signed director and officer questionnaires ("Questionnaires") in the English language for each of the Management Members, Chiste Designated Member, Independent Members and each officer to be appointed by Chiste following Closing. The foregoing designations of the Management Members and Independent Members (and the officers to be appointed by Chiste following Closing) shall be subject to Chiste's receipt of the completed and signed Questionnaires and any third party investigation reports and background checks which Chiste believes reasonably necessary, which shall be acceptable to Chiste in its sole reasonable discretion ("D&O Information"), and such designated persons qualifications to serve in such officer and director capacities under applicable Legal Requirements. Chiste's board of directors shall at all times satisfy the applicable requirements for board composition and corporate governance under the Sarbanes-Oxley Act of 2002 (the "XXX Xxx"), xxe rules and regulations promulgated by the SEC and other governmental agencies, and the rules of the exchange on which Chiste's securities are, or are expected to be, listed or quoted.

At Closing. Buyer shall deposit Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) (maintained and reduced as provided in the Escrow Agreement, the "Escrow Funds") with First Union National Bank (the "Escrow Agent") under an Escrow Agreement in substantially the form attached hereto as Exhibit A, but such Escrow Agreement shall include such additional changes as shall be requested by the Escrow Agent with respect to the Escrow Agent's obligations, liabilities and responsibilities and shall be approved by the Shareholders and Buyer (the "Escrow Agreement"). The Escrow Funds shall remain deposited with the Escrow Agent and shall be subject to and payable in accordance with the terms of the Escrow Agreement and this Agreement.

Examples of At Closing in a sentence

• At Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

• At Closing Time, the Securities shall have been approved for inclusion in the Nasdaq National Market, subject only to official notice of issuance.

• At Closing, all necessary and appropriate action will have been taken by Seller authorizing and approving the execution of and entry into this Agreement, the execution and delivery by Seller of the documents and instruments to be executed by Seller at Closing, and the performance by Seller of Seller’s duties and obligations under this Agreement and of all other acts necessary and appropriate for the consummation of the purchase and sale of the Property as contemplated herein.

• At Closing, Seller will not be indebted to any contractor, laborer, mechanic, materialmen, architect, or engineer for work, labor, or services performed or rendered, or for materials supplied or furnished, in connection with the Property for which any person could claim a lien against the Property and shall not have done any work on the Property within one-hundred twenty (120) days prior to Closing.

• At Closing, all necessary and appropriate action will have been taken by Buyer authorizing and approving the execution of and entry into this Agreement, the execution and delivery by Buyer of the documents and instruments to be executed by Buyer at Closing, and the performance by Buyer of Buyer’s duties and obligations under this Agreement and of all other acts necessary and appropriate for the consummation of the purchase and sale of the Property as contemplated herein.

More Definitions of At Closing

At Closing in Section 3.01(a) of the Agreement is changed to "on November 1, 2002".

At Closing. VENA shall cause the Vitro Pension Trust to deliver to a designee of OCVF an amount in cash equal to 22,600,000 Mexican pesos.

At Closing. (as defined in Section 4), Buyer shall deliver to Seller a non-negotiable, non-recourse, non-interest bearing note of Buyer due August 17, 1998, in the amount of $200,000, secured solely by (i) Buyer=s right to receive cash at the closing of the TFH Agreement, and (ii) the treasury shares of TFH securing Buyer=s interest in Note A-2 (as such Note A-2 is described in Section 2 hereto), such shares to be held in escrow (as described in Section 2 hereto). Such note of Buyer and security agreement shall be substantially in the form of Exhibit B to this Agreement (the ANote B and Security Agreement@). The $200,000 due under Note B and Security Agreement shall be paid pursuant to the wiring instructions substantially in the form of Exhibit C.

At Closing. Buyer shall advance to the Partnership funds to pay, at Closing, the copyright fees and interest due by the Partnership for the last seven copyright periods (collectively, the "Copyright Fees"). At Closing, Seller shall cause the Partnership to file all copyright filings for the last seven copyright periods and pay all Copyright Fees advanced by Buyer. The amount of Copyright Fees (including interest through January 15, 1997) equals

At Closing. (i) the Vendor shall deliver to the Purchaser and/or its nominees:-

At Closing. Seller shall transfer to Buyer all funds, if any, held by Seller in suspense owing to third Persons on account of the sale of Hydrocarbons from the Assets, together with all information in the possession of Seller identifying the funds. Buyer upon receipt of the funds shall assume all responsibility for the payment thereof to third Persons entitled to the same. Buyer shall indemnify and hold Seller harmless for Claims and Liabilities relating to or arising out of Buyer's payment, mispayment or failure to make payments of any such funds; except to the extent caused by Seller's negligence or intentional misconduct, including payments based upon information provided by Seller. Seller shall indemnify and hold Buyer harmless for Claims and Liabilities related to payment, mispayment, failure to make payments and wrongfully withheld suspended funds attributable to the period of time prior to the Effective Time. Notwithstanding anything the contrary set forth herein, the terms of this Section 20.16 shall survive the Closing.

At Closing. Buyer shall pay to Seller the Estimated Cash Consideration by wire transfer of immediately available funds.