Closing and Second Closing Clause Samples

The 'Closing and Second Closing' clause defines the procedures and timing for the completion of a transaction in multiple stages. Typically, the initial closing involves the transfer of some assets, shares, or funds, while the second closing occurs later, often contingent on the fulfillment of specific conditions or milestones. This structure allows parties to manage risk and ensure that certain obligations or requirements are met before the transaction is fully completed, providing flexibility and protection for both sides.
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 Gibs▇▇, ▇▇nn & ▇rut▇▇▇▇ ▇▇▇, 333 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇ 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. The First Closing and Second Closings shall have occurred;
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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: (A) Such number of Shares resulting in gross proceeds of $3,000,000 will be offered by National on a "best efforts, all or none" basis and such number of Shares resulting in gross proceeds of $7,200,000 will be offered on a "best efforts" basis during the Offering Period. National shall not be obligated to sell any Shares and shall only be obligated to offer such number of Shares resulting in gross proceeds of $3,000,000 on a "best efforts, all or none" basis and such number of Shares resulting in gross proceeds of $6,750,000 on a "best efforts" basis. (B) Payment for the Shares by Purchasers shall be made by wire transfer as more fully described in the Subscription Agreements. The minimum purchase by any Purchaser shall be 25,000 Shares, except that the Company and National reserve the right, in their sole discretion, to accept subscriptions of less than such minimum investment. (C) All funds received from subscriptions will be promptly transmitted pursuant to the terms of an escrow agreement (the "Escrow Agreement") to Continental Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). In the event that a Closing occurs, the funds received in respect of the Shares closed on will be forwarded to the Company, against delivery of the appropriate number of Shares offered, net of (i) the placement agent commission equal to ten percent (10%) of the gross proceeds from the sale of the Shares sold, (ii) a non-accountable expense allowance equal to one and one-eighth of one percent (1.8%) of the gross proceeds from the sale of the Shares sold less any advances and (iii) any other applicable fees and expenses provided herein. (D) At each Closing, the Company shall cause to be paid by, at the option National certified or official bank check or wire transfer, to the extent not previously paid by the Company or the Escrow Agent to National the placement agent commission referred to in paragraph 2.C hereof. In addition to the foregoing, the Company shall be responsible for the fees and expenses identified in Sections [5, 6 and 8] hereof, which expenses shall not be deemed to be commissions. (E) The Company reserves the right to reject any subscriber, in whole or in part, in its sole discretion. Notwithstanding a...
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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 ▇▇▇▇▇▇▇▇ US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, 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). (b) The closing of the Second Merger shall take place immediately following the Effective Time on the Closing Date, at the offices of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or at such other time, date or place as the Company and Parent may agree to in writing.
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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. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company.
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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.
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Closing and Second Closing 
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Related to Closing and Second Closing

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of 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 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • CLOSING AND SETTLEMENT Seller/Landlord shall determine the title company at which settlement shall occur and shall inform Buyer/Tenant of this location in writing. Buyer/Tenant agrees that closing costs in their entirety, including any points, fees, and other charges required by the third-party lender, shall be the sole responsibility of Buyer/Tenant. The only expense related to closing costs apportioned to Seller/Landlord shall be the pro-rated share of the ad valorem taxes due at the time of closing, for which Seller/Landlord is solely responsible.

  • Second Closing The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.