Second Closing definition
Examples of Second Closing in a sentence
Each of the First Closing and the Second Closing is referred to herein as a “Closing”.
Seller (and Second Closing Seller, if applicable) disclaims reliance on any communications, written or oral, not expressly set forth in this Agreement.
The Seller hereby represents and warrants to the Purchaser that the representations set forth below are true and complete (a) as of the First Closing Date, solely with respect to the First Purchased Shares sold at the First Closing, and (b) as of the Second Closing Date, solely with respect to the Second Purchased Shares sold at the Second Closing.
Upon receipt by the Seller or its designee at the Second Closing of the Second Closing Note, the Seller or such designee, as applicable, shall promptly (but in no event more than two (2) business days thereafter) take any and all action necessary to cause legal and beneficial ownership of the Second Purchased Shares to be transferred to the Purchaser, which shall include the prompt submission of transfer instructions in the form set forth on Exhibit B attached hereto to the applicable brokerage firm.
The representations and warranties of the Seller (or Second Closing Seller, as applicable) set forth in Section 2, to the extent applicable to the Purchased Shares to be sold at such Closing, shall be true and correct in all respects as of the applicable Closing.