At the Second Closing Clause Samples
The "At the Second Closing" clause defines the actions, obligations, or events that must occur at the time of a second closing in a transaction, typically following an initial closing. This clause may specify the transfer of additional assets, payment of remaining purchase price, or fulfillment of certain conditions that were not completed at the first closing. Its core practical function is to clearly delineate the sequence and requirements for completing the transaction in multiple stages, thereby ensuring that both parties understand their responsibilities and the timing of key events.
At the Second Closing. (i) Morr▇▇▇▇ & ▇oer▇▇▇▇ ▇▇▇, counsel to the Company, shall deliver to the Individual Purchasers an opinion dated the Second Closing Date substantially in the form of Exhibit B hereto;
(ii) the Company shall deliver to each Individual Purchaser stock certificates representing the number of shares of Series A Preferred Stock to be purchased by such Individual Purchaser, as set forth under its signature on the signature pages hereto, registered in the name of such Individual Purchaser or its designee or nominee; and
(iii) each Individual Purchaser shall pay to the Company, by wire transfer of immediately available funds, the purchase price for the Series A Preferred Stock being purchased by such Individual Purchaser.
At the Second Closing. (i) Seller shall deliver to Netsmart a stock certificate of Netsmart registered in the name of Seller for 248,156 shares of the Common Stock of Netsmart, duly endorsed by Seller for transfer to Netsmart, with Seller's endorsement guaranteed by a member of the medallion program.
(ii) The Management Investors shall pay to Seller the sum of Five Hundred Thousand Dollars ($500,000), by certified or bank check payable to Seller, or by wire transfer of immediately available funds to a bank account designated by Seller prior to such Closing.
(iii) If applicable, the Management Investors will deliver to Seller the Substitute Purchaser Assignment executed by each Substitute Purchaser in accordance with the provisions of Section 1(d) hereof.
At the Second Closing. (i) Buyer shall deliver the Second Closing Company Payment to the Company in accordance with the terms of Section 3.1(c) hereof;
(ii) Buyer shall deliver the Second Closing Peskaitis Payment to Peskaitis in accordance with the terms of Section 3.1(d) hereof; and
(iii) Buyer shall deliver the certificate identified in Section 7.1(a)(iii) hereof to each of Peskaitis and the Company.
At the Second Closing. (i) Peskaitis shall deliver to Buyer certificates representing the Second Closing Peskaitis Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery;
(ii) The Company shall deliver to Buyer certificates representing the Second Closing Company Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery;
(iii) Peskaitis shall deliver to Buyer the certificate identified in Section 7.1(a)(iii) hereof; and
(iv) The Company shall deliver to Buyer the certificate identified in Section 7.1(a)(iii).
At the Second Closing. Good Times shall issue to ▇▇▇▇▇▇ a warrant entitling ▇▇▇▇▇▇ to purchase at any time or times on or before March 31, 2004, up to 25,000 shares of common stock of Good Times at a purchase price of $4.00 per Page 9 of 11 Pages share (the "Warrant"). Notwithstanding the foregoing, (i) the Warrant shall terminate prior to March 31, 2004, upon any acquisition of substantially all of the assets or capital stock of Good Times (an "Acquisition"); (ii) ▇▇▇▇▇▇ shall receive thirty days prior written notice of an Acquisition; and (iii) ▇▇▇▇▇▇ shall have the right to exercise the Warrant prior to the closing of an Acquisition. Upon each exercise of the Warrant, ▇▇▇▇▇▇ shall pay the Warrant exercise price to Good Times in cash and Good Times shall issue a certificate for the purchased common stock of Good Times to such entity or entities as designated by ▇▇▇▇▇▇. The Warrant shall contain customary anti-dilution provisions with respect to any change in the capital structure of Good Times as a result of a subdivision, combination, reorganization or reclassification of the common stock of Good Times or as a result of a dividend paid in common stock of Good Times. The Warrant shall contain such other terms and conditions as are customary and as are approved by ▇▇▇▇▇▇, with such approval not to be unreasonably withheld.
At the Second Closing. On the date of the Second Closing, the Company --------------------- shall deliver to the Escrow Agent on behalf of the Buyer, one (1) fully executed (by the authorized officer(s) of the Company) original and one (1) copy of each of the following documents: (I) the fully executed A-1 Debenture; (II) a certificate or certificates representing the Sigma Stock; and (III) a certificate or certificates representing the Stock.
(a) Items to be Delivered by the Buyer to the Escrow Agent. ------------------------------------------------------
(i) At the First Closing. On the date of the First Closing, the Buyer -------------------- shall deliver to the Escrow Agent on behalf of the Company, unless otherwise stated, two (2) fully executed originals of each of the following documents: (I) the Securities Purchase Agreement, (II) the Registration Rights Agreement of even date herewith between the Company and the Buyer, (III) this Agreement; and (IV) the First Closing Purchase Price via wire transfer to the Escrow Account.
At the Second Closing. On the date of the Second Closing, the Company shall deliver to the Escrow Agent a certificate or certificates representing the Series D Shares and Warrants being purchased by the Buyer at the Second Closing.
At the Second Closing. On the date of the Second Closing, the Buyer --------------------- shall deliver to the Escrow Agent the Second Closing Purchase Price via wire transfer to the Escrow Account.
At the Second Closing. (1) Each additional Seller who has become a party to this Agreement since the First Closing Date shall deliver to the Custodian the Transfer Documentation provided in Paragraph 1.2.b(1), conveying good and marketable title or surrendering the Securities for cancellation as provided in Paragraph 2.2.
(2) ▇▇▇▇▇▇ ▇▇ shall deliver to the Custodian replacement stock certificates dated as of the Second Closing Date for any additional Sellers tendering Securities pursuant to Paragraph 1.2.c.(1).
(3) The Custodian shall disburse the Purchase Price to such additional Sellers in accordance with a Custodian Agreement between the Custodian and Sellers in substantially the form attached as Exhibit 1.2.c.(3) (the Custodian Agreement). ▇▇▇▇▇▇ ▇▇ shall have no further liability to Sellers for payment of the Purchase Price upon delivery of the Purchase Price to the Custodian, delivery of the 1996 Debenture Amount to the Debenture Escrow Agent and delivery of the Escrow Amount to the Escrow Agent, except as set forth in Paragraph 1.3.
(4) The Custodian shall deliver to ▇▇▇▇▇▇ (i) the certificates, together with the related Transfer Documentation, from the additional Sellers, and (ii) the Warrants and Options of the additional Sellers, together with the related Transfer Documentation, and (iii) as soon as practical after the First Closing Date, the Custodian shall deliver the 1994 Debentures and file or cause to be filed the releases of the security interests and liens imposed under the terms of the loan covered by such 1994 Debentures.
(5) To the extent any holder of Securities listed on Schedule A does not become a party to this Agreement, the Custodian shall release that portion of the Purchase Price listed on Schedule A to Westbeach.
At the Second Closing. (i) Seller shall deliver to Buyer (A) such bill of sale, deeds, assignments and other instruments of tra▇▇▇▇r relating to the Regulated Assets in form and substance reasonably satisfactory to the Buyer and its counsel and (B) such other documents as Buyer or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.
(ii) Buyer shall deliver to Seller such documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.