Exchange Closing. 2.1. The closing of the Exchange (the “Exchange Closing”) shall take place at such place as the Closing of the transactions contemplated by the Merger Agreement and contemporaneously with the consummation of the Merger pursuant to the Merger Agreement.
Exchange Closing. Closing of the Exchange (the “Closing”) will occur concurrently with the Matrix Merger and as soon as practicable after the special meeting of Matrix shareholders to consider and vote upon the Matrix Merger (the “Closing Date”); provided that each of the conditions precedent to the obligations of the parties to effect the Closing are then satisfied or waived by the applicable party. The parties may agree in writing on another date, time or place for the Closing. At the Closing, the parties will release or cause the Escrow Agent to release the escrowed documents from escrow to the parties designated to receive such documents under the Escrow Agreement, and Parent shall pay and deliver the Exchange Consideration to the Partners as prescribed in this Agreement.
Exchange Closing. (a) Each Member will deliver a certificate, endorsed for transfer to Parent, representing the Units being exchanged and, and Parent will deliver a certificate, endorsed for transfer to each Member, representing the Parent Shares being exchanged in the number set forth in Section 1.1 hereof. Subject to the satisfaction of the conditions set forth in Article VII, the time and date of such deliveries shall be 10:00 a.m., Houston time, on a date and at a place to be specified by the Parties (the “Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VII, as evidenced by, and specified in, a Notice signed by each of the Parties.
Exchange Closing. (a) The closing of the transactions contemplated by this Agreement (the “Exchange Closing”) shall take place at the offices of Fenwick & West LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, (or at such other location as the parties hereto shall agree to) immediately prior to the Closing under the Merger Agreement.
Exchange Closing. The Exchange Closing shall, unless otherwise mutually agreed by the Company and the Initial Member or JDI, be held at the principal offices of the Company, on a date (the “Exchange Closing Date”) that is the later of (a) Proposed Exchange Closing Date as specified in the Exchange Notice or (b) the date that is five Business Days after the expiration or termination of the waiting period applicable to the Initial Member or JDI, if any, under the Xxxx-Xxxxx-Xxxxxx Antirust Improvement Act of 1976, as amended (the “HSR Act”). The Company agrees to use its best efforts to obtain an early termination of the waiting period applicable to any such acquisition, if any, under the HSR Act. Until the Exchange Closing Date, an Initial Member and JDI shall continue to own his Offered Units, and will continue to be treated as a Member for all purposes of this Agreement, including, without limitation, for purposes of voting, consent, allocations and distributions. Offered Units will be transferred to the Company only upon receipt by the tendering Initial Member or JDI of Public Company Shares or cash in payment in full therefor.
Exchange Closing. The date and time of the closing (the “Closing”) of the transactions specified in Section 1 above (the “Closing Date”) shall be 9:00 a.m., New York City time, on the record date for the Spin-off Distribution, subject to the notification of satisfaction (or waiver) of the conditions to Closing set forth in Sections 4 and 5 hereof. The Closing shall occur at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and may be undertaken remotely by electronic exchange of documentation.
Exchange Closing. (a) Subject to satisfaction (or waiver) of the conditions set forth in Sections 4 and 5, on the Closing Date (as defined below):
Exchange Closing. (a) The Exchange shall be consummated as of 10:00 a.m. on the third business day following the Effective Date, or at such other date and time as the Parties may agree (the “Closing Date”). On the Closing Date, and subject to the satisfaction or waiver of the conditions set forth herein, the Stockholders shall exchange the Exchange Shares for the Preferred Shares in the respective amounts listed on Schedule I attached hereto.
Exchange Closing. The closing (the "EXCHANGE CLOSING") of the Exchange shall take place concurrently with the Distribution following the satisfaction of all the conditions set forth in Sections 9.01 and 9.03, at the place, on the date and at the time designated by Comcast in a written notice which shall be delivered to Microsoft no fewer than three (3) Business Days prior to the Closing Date.
Exchange Closing. At the Exchange Closing, if any, Comcast shall (a) deliver the certificate required pursuant to Section 9.01(l) and (b) cause its counsel to deliver the opinion required pursuant to Section 9.01(p).
