Closing and Second Closing Sample Clauses

Closing and Second Closing. 3.1. Delivery of the Initial Shares and the Initial Warrants at the Closing. The purchase and sale of the Initial Shares and the Initial Warrants shall occur at the offices of Gibsxx, Xxnn & Xrutxxxx XXX, 333 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 xx 9:00 a.m. on September 28, 2000 or at such other time and place as the Company and the Purchasers mutually agree upon (which time and place are designated as the "Closing"). At the Closing, the Company shall deliver to the Purchasers (a) one or more stock certificates registered in the names of the Purchasers, or in such nominee name(s) as designated by the Purchasers in writing, representing the number of Initial Shares determined in accordance with Section 2 above and (b) the Initial Warrants registered in such names against delivery to the Company by each Purchaser of the aggregate price set forth opposite such Purchaser's name in Section 2 in cash paid by wire transfer of funds to the Company. The name(s) in which the stock certificates for the Shares and the Warrants are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I.
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Closing and Second Closing. On the basis of the representations, --------------------------- warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, closings shall be held as follows and upon the following conditions:
Closing and Second Closing. For purposes of this Agreement, (i) the term "Closing" or "Closing Date" shall mean a date not more than ten (10) days following the execution by the parties of the Cooperative Agreement for Licensed Manufacturing of Ferroelectric RFID Products, such date to be mutually agreed to by the parties, and (ii) the term "Second Closing" or "Second Closing Date" shall mean a date not more than thirty (30) days following the cumulative sale by Rohm of ten million Custom Ferroelectric RFID Products, such date to be mutually agreed by the parties. Subject to the performance, satisfaction or waiver of each condition precedent set forth in Article 5 hereof, the Closing and Second Closing of the purchase and sale of the common stock shall take place at a mutually convenient location as agreed by the parties.
Closing and Second Closing. (a) The closing of the Merger (the Closing) shall take place at 10:00 a.m., New York time, on the date that is the later of (i) the third (3rd) Business Day after satisfaction or waiver of all of the conditions set forth in ARTICLE VII (other than those conditions that by their terms are to be fulfilled at the Closing, including the conditions set forth in Sections 7.2(d), but subject to the fulfillment or waiver of such conditions) and (ii) March 31, 2018, at the offices of Freshfields Bruckhaus Xxxxxxxx US LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other time, date or place as the Company and Parent may agree to in writing (the date of the Closing, the Closing Date).
Closing and Second Closing. (i) The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company.
Closing and Second Closing. The First Closing and Second Closings shall have occurred;
Closing and Second Closing. The obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by the Seller Parties, in their sole discretion, and the Buyer Parties, in their sole discretion, to the extent permitted by applicable Law, at or before each of the First Closing, and the Second Closing, of each of the following conditions:
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Closing and Second Closing 

Related to Closing and Second Closing

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Closing and Closing Documents 24 ----------------------------- 11.1. Closing....................................................... 24 ------- 11.2. Seller's Deliveries........................................... 26 ------------------- 11.3. Purchaser's Deliveries........................................ 26 ---------------------- 11.4. Prorations.................................................... 27 ---------- 11.5. Document Preparation and Closing Costs........................ 28 -------------------------------------- 11.6. Reconciliation and Final Payment.............................. 28 -------------------------------- 11.7.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • First Closing The First Closing shall have occurred.

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

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