Time on the Closing Date. If the Members fail to so notify Subsidiary and Parent within such time period, then the Members will be deemed to have fulfilled or waived all Condition(s) Precedent, and all rights of the Members to terminate this Agreement pursuant to this Article VII will be null and void and of no further force or effect.
Time on the Closing Date. The Closing shall be considered escrowed from and after such time on the Closing Date until the successful completion of the operational conversion and transfer of the Reorganizing Fund's assets, discharge of the Reorganizing Fund's liabilities, and issuance of the Surviving Fund shares contemplated by this Agreement have been confirmed, which is expected to be on the next business day following the Closing Date. The completion of the operational conversion and transfer of the Reorganizing Fund's assets, discharge of the Reorganizing Fund's liabilities, and issuance of Surviving Fund shares contemplated by this Agreement shall be evidenced by a certificate signed by an officer of the Reorganizing Fund and delivered to an officer, or representative of such officer, of the Surviving Fund. Upon the parties confirming the successful completion of such actions, and subject to the conditions precedent to Closing set forth in this Agreement remaining satisfied or having been waived by the relevant party, the Closing shall be automatically released from escrow, and the Closing shall be deemed to have been consummated at 4:00p.m. Eastern Time on the Closing Date.
Time on the Closing Date. Buyer shall be granted full possession and title to the Purchased Assets as of the Closing Date.
Time on the Closing Date. 3. Notwithstanding the provisions of Section 2.9 of the Merger Agreement, all items to be delivered by the Company to Parent pursuant to Section 2.9 of the Merger Agreement, shall be delivered not later than one Business Day prior to Closing. Except as amended hereby, all of the terms and provisions of the Merger Agreement shall remain in full force and effect. Sincerely, XXXXXXXXX TECHNOLOGY CORPORATION By: /s/ K. Xxxxxxx Xxxxx Name: K. Xxxxxxx Xxxxx Title: Senior Vice President – Finance and Chief Financial Officer HAWKE ACQUISITION CORP. By: /s/ K. Xxxxxxx Xxxxx Name: K. Xxxxxxx Xxxxx Title: Vice President and Chief Financial Officer Acknowledged and Agreed: LATROBE SPECIALTY METALS, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President and Chief Financial Officer WATERMILL-TOOLROCK PARTNERS, L.P. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Member HHEP-LATROBE, L.P. By: /s/ Xxxx X. XxXxxxxxxx Name: Xxxx X. XxXxxxxxxx
Time on the Closing Date. Each employee of the Company who is offered employment by the Buyer shall be terminated by the Company effective as of 11:59 p.m. Eastern Time on the Closing Date and thereafter employed as a “new hire” by the Buyer. Each such employee hired by the Buyer is referred to herein as a “Transferred Employee.” Any employee of the Company who is not hired by the Buyer may remain an employee of the Seller and may be terminated by the Seller, in its discretion. Nothing contained herein shall be deemed to affect or to limit in any way the prerogative of the Buyer to terminate the employment of any Transferred Employee or to change, modify, suspend or terminate any term of employment (including, any compensation or benefit plan, policy, program or arrangement offered or provided by the Buyer to any Transferred Employee) or to create in, or grant to, any Transferred Employee any third-party beneficiary rights or claims, or any cause of action of any kind or nature.
Time on the Closing Date. For each full or partial day after the Closing Date that Escrow Agent has not received in its account the payment specified in this Contract, Buyer shall pay to Seller one (1) day's interest on the unpaid funds at the rate PER ANNUM equal to the "prime rate" as announced from time to time by THE WALL STREET JOURNAL. The following items shall be prorated and adjusted between Seller and Buyer:
Time on the Closing Date. If the Shareholders fail to so notify Subsidiary and Parent within such time period, then the Shareholders will be deemed to have fulfilled or waived all Condition(s) Precedent, and all rights of Com-Net and Shareholders to terminate this Merger Agreement pursuant to this Article IX will be null and void and of no further force or effect.
Time on the Closing Date. At the Closing, the parties shall execute and deliver the documents, agreements and instruments provided for under this Agreement.
Time on the Closing Date. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing will be deemed to have been taken and executed simultaneously (except that Purchaser’s purchase of the Blocker Shares shall be deemed to have occurred immediately prior to Blocker’s purchase of the Holder Units) and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.
Time on the Closing Date. At the Closing, Seller shall deliver a stock transfer request requesting the Corporation’s transfer agent, Transfer Online, Inc., to transfer the Purchased Shares to Buyer, a transfer form addressed to the Corporation for the Purchased Warrants and such other documents as may be reasonably required to evidence Seller’s ownership of the Securities and to transfer good and valid title to the Securities to Buyer, free and clear of any and all liens, encumbrances, restrictions, charges, or adverse claims of any nature whatsoever, other than restrictions on transfer arising under federal securities laws, in exchange for (i) payment of the Purchase Price by Buyer as provided herein and (ii) delivery by Buyer to Seller of duly executed counterpart signatures to (x) the Pledge Agreement, the form of which is attached hereto as Exhibit A and (y) the personal Guaranty executed by Txx X. Xxx, the form of which is attached hereto as Exhibit B. Buyer shall pay Seller by wire transfer of immediately available funds pursuant to the wire transfer instructions given by Seller pursuant to the following schedule: Payment Amount Date Payable 1 $ 3,399,999.70 Closing Date 2 $ 2,500,000.00 April 30, 2018 3 $ 2,500,000.00 September 30, 2018 Total $ 8,399,999.70 —
