Closing and Conditions to Closing Sample Clauses
Closing and Conditions to Closing. A. The closing of the purchase and sale of the Purchased Shares shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ Company, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Road, Rosemont, IL 60018, on December 11, 1996, at 10:00 a.m. or at such other place and time as the Company and the Purchasers mutually agree (which date, time and place are designated the "Closing"). At the Closing, the Purchasers, and each of them, shall pay the purchase price as specified in Article I and the Company shall thereafter promptly issue to the Purchasers certificates registered in the Purchasers' respective names representing the Purchased Shares, which will contain appropriate restrictive legends. From time to time following the closing, the Company will remove such restrictive legends upon request of a Purchaser; provided that the restrictions described in such legends are no longer applicable and the Purchaser has provided the Company with an opinion of counsel satisfactory to the Company that the conditions to the termination of such restrictions have been met.
B. The Purchasers' obligation to purchase the Purchased Shares shall be subject to the occurrence of the following at or prior to the Closing:
(i) Warburg, ▇▇▇▇▇▇ Investors, L.P. ("Warburg"), ▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), The Purchasers and the Company shall have entered into the Registration Rights Agreement dated December 11, 1996, attached hereto as Exhibit A.
(ii) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have been elected to the Board of Directors of the Company (subject to his re-election by an annual vote of the stockholders as early as May, 1997).
(iii) ▇▇▇▇▇▇▇ and Warburg shall have converted any and all of their respective shares of Series A Senior Preferred Stock and Series B Senior Preferred Stock into shares of Common Stock of the Company. The Company shall have notified Warburg that it intends to acquire and cancel approximately 130,233 shares of Junior Preferred Stock of the Company held by Warburg, or its assignee, and the Company or Warburg shall have requested The Prudential Insurance Company of America ("Prudential") to convert its remaining 19,767 shares of Junior Preferred Stock into Common Stock pursuant to an agreement between Warburg and Prudential dated October 21, 1996 whereby Prudential agreed to convert its Junior Preferred Stock into Common Stock at such time as it is notified that Warburg has converted its Senior Preferred Stock into Common Stock.
(iv) The representations and warranties of the Company contained in Article IV shall b...
Closing and Conditions to Closing. The transactions contemplated by this Agreement shall be closed no later than thirty (30) days from the date of the last signature on this Agreement at the offices of ITEC (the "Closing"). Prior to the Closing, all of the following shall have occurred or the requirement for their occurrence shall have been waived in writing by all Parties:
13.1 ITEC shall provide QPI with a certificate, signed by an officer of ITEC, that all representations and warranties of ITEC herein are true and correct as of the date of the Closing.
13.2 QPI shall provide ITEC with a certificate, signed by an officer of QPI, that all representations and warranties of QPI herein are true and correct as of the date of the Closing.
13.3 All of the current directors and officers of QPI shall have provided written resignations of their offices effective upon election of new directors and officers by a majority of the holders of the issued and outstanding shares of QPI common stock after the Closing. Mr. Capezutto shall have agreed in writing to remain as a member of the management of QPI in a position other than that of Chief Executive Officer.
13.4 All of the trade debt of QPI and unpaid payroll other than due to Mr. Capezutto will be reduced to an amount not to exceed Two hundred thousand dollars ($200,000.00) and all other debt, including notes payable, debentures and unpaid payroll due to Mr. Capezutto, with the exception of the tax liabilities discussed below, will be eliminated through conversion to equity or otherwise.
13.5 The Federal and State of California income tax liabilities of QPI, as a company and for the benefit of its past and current employees, currently in the amount of approximately Six hundred thousand dollars ($600,000.00), will be settled on terms that will include a payment plan of all net income of QPI up Twenty-five thousand dollars ($25,000.00) per month. ITEC will assist QPI in achieving such a settlement of these tax liabilities. Discussions regarding the settlement of these liabilities will have begun within fifteen (15) days of the date of the last signature to this Agreement.
13.6 QPI will obtain written affirmation of the release of all liabilities of QPI under the Debentures from each of the Debenture Holders.
13.7 The total number of shares of QPI common stock issued and outstanding as of the Closing shall not exceed Twenty million (20,000,000) shares.
13.8 QPI will have obtained the approval of the transactions contemplated by this Agreement from its cu...
Closing and Conditions to Closing. 18 SECTION 3.01. Closing.......................................................................... 18 SECTION 3.02. Conditions to Obligations of all Parties......................................... 19 SECTION 3.03. Conditions to Obligations of At Home and Excite Holdings......................... 20 SECTION 3.04. Conditions to the Obligations of chello Holdings, UPC and UGC.................... 21
Closing and Conditions to Closing. (a) The Closing of this Agreement, at which time the matters contemplated herein shall be fully consummated, shall take place at the offices of ITC in Hackensack, New Jersey at 1:30 p.m. on Tuesday, January 16, 1996 or at such other time and place as the parties shall mutually agree (the "Closing"). In addition to execution of this Agreement by all the parties, the Closing shall be subject to the following conditions precedent:
(i) the approval and ratification of all of the transactions contemplated herein by the Board of Directors of THI;
(ii) the receipt of the assignments of the Hotel Agreements described in paragraph 5 above and the written acknowledgements, acceptances and approvals of each of the Hotels to THI as assignee of the Passover operations agreements of ITC at such Hotels satisfactory to THI and its counsel and an opinion of ITC's counsel satisfactory to THI and its counsel that none of such assignments in any way breaches any of the Hotel Agreements attached hereto as Exhibits 1(a)-1, 1(a)-2 or 1(a)-3;
(iii) the agreement between ▇▇▇▇▇▇▇▇▇▇ and THI referred to in the Recitals at the head of this Agreement shall have been duly executed by the parties thereto and the closing thereof takes place concurrent with the Closing hereunder; and
(iv) the agreement between ▇▇▇▇▇▇▇ and THI referred to in paragraph 7(b) of this Agreement shall have been executed by the parties thereto.
(b) At the Closing, all representations and warranties of all parties hereto shall be true and correct as if made thereat.
Closing and Conditions to Closing. 29 6.1 Representations and Warranties Correct 29 6.2 Performance 30
Closing and Conditions to Closing. 52 7.1 CLOSING................................................................................................52 7.2 QUINTILES'CONDITIONS TO CLOSING........................................................................53 7.3 HMR'S CONDITIONS TO CLOSING............................................................................55 8. TERMINATION..............................................................................................57
Closing and Conditions to Closing. Closing shall occur on the date the purchase price of $3,500,000.00 is paid in full by Buyer. The period between the date hereof and Closing shall be deemed the Lease/Purchase Period. Closing shall take place at the offices of Buyer in Reno, Nevada, at a time mutually convenient to both Seller and Buyer. Prior to closing, the following conditions must be satisfied:
(a) Buyer must have completed a favorable due diligence study on the Property and be satisfied as to the titles and status thereof.
(b) All payments due hereunder, including any late charges, annual assessment fees, or other charges of whatsoever nature due and payable by Buyer, shall be paid in full.
Closing and Conditions to Closing. 7 4.1 General......................................................7 4.2 Documents Delivered by Seller................................7 4.3
Closing and Conditions to Closing. A. The closing of this transaction shall be held at such time and date as may be agreed upon by the Lender and the Borrower.
B. On the closing date the Borrower shall execute and deliver to the Lender the Loan Documents as described in Exhibit 3.B. hereto.
C. If the Borrower shall fail to tender such documents to Lender or the closing date or the conditions to closing which are specified herein shall not have been fulfilled to the satisfaction of the Lender, Lender shall at its sole option be relieved of all further obligations under this Agreement.
D. The obligations of the Lender hereunder are subject to the fulfillment to the satisfaction of Lender prior to or at the time of the closing and at the time of the advance of funds under Tranche No. 1 of the following conditions:
1) The representations and warranties of the Borrower contained in this Agreement and otherwise made in writing by the Borrower pursuant to this Agreement shall, have been true when made and shall be true at the time of the closing and at the time of the advance of funds under Tranche No. 1 with the same effect as though such representations and warranties had been made at such time, except for changes resulting from the consummation of the transactions contemplated by this Agreement or referred to herein.
2) The Borrower shall have performed and complied with all agreements and conditions contained herein required to be performed or complied with by it prior to
Closing and Conditions to Closing. 5.1 The Closing Date will take place on such date as is determined by the Issuer.
5.2 Upon execution of this subscription offer by the Subscriber to the Issuer, the Subscriber will deliver, or will have delivered, a wire transfer of the total price of the Subscriber’s Shares to the Issuer’s bank account or will have provided to the Issuer a cheque or bank draft or money order representing the total price of the Subscribers’ shares.
5.3 On the Closing Date, the Issuer will deliver to the Subscriber a certificate representing the Shares duly executed by an authorized signatory of the Issuer.