Closing and Subsequent Closings Clause Samples

The "Closing and Subsequent Closings" clause defines the procedures and timing for the completion of a transaction, as well as any additional closings that may occur after the initial one. It typically outlines the steps required for the transfer of assets, payment of consideration, and delivery of necessary documents at the primary closing, and specifies the conditions under which further closings may take place, such as the transfer of additional assets or satisfaction of certain milestones. This clause ensures that all parties understand the sequence and requirements for completing the transaction, thereby providing structure and reducing the risk of misunderstandings or disputes regarding the closing process.
Closing and Subsequent Closings. The initial closing of the sale and purchase of the Common Stock pursuant to Section 1 hereof (the “Closing”) shall take place at G▇▇▇▇▇▇, Del Deo, Dolan, Griffinger & V▇▇▇▇▇▇▇▇, One Pennsylvania Plaza, 37th Floor, New York, New York (in person or by facsimile) simultaneously with the execution hereof. The date on which the Closing is held is referred to in this Agreement as the “Closing Date”. At the Closing and any Subsequent Closing, the parties shall execute and deliver the documents referred to in Section 8 hereof, and the Company shall deliver to the Purchaser a certificate representing the Common Stock being purchased by the Purchaser hereby against Payment of the Purchase Price or Adjusted Purchase Price therefor as provided in Section 2 above or by such other method as may be reasonably acceptable to the Company and the Purchaser.
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Closing and Subsequent Closings. (a) The purchase, sale, and issuance of the Shares shall take place at one or more Closings. The purchase, sale, and issuance of the Shares to the Investors listed on Exhibit A hereto shall take place at the initial Closing (the “Initial Closing”) at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, One Front Street, San Francisco, California, at 10:00 a.m. local time on May 15, 2014, or such other date as the Company and Investors representing a majority of the Shares to be sold in the Initial Closing shall agree. (b) If less than all of the Shares are sold and issued at the Initial Closing then, subject to the terms and conditions of this Agreement, the Company may sell and issue at one or more subsequent closings (each, a “Subsequent Closing” and, together with the Initial Closing, a “Closing”), within 30 days after the Initial Closing, up to the balance of the unissued Shares at the Purchase Price to such persons or entities as may be approved by the Company. (c) Any sale and issuance of Shares in a Subsequent Closing shall be on the same terms and conditions as those contained herein, and any persons or entities purchasing such Shares shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement, the Amended and Restated Investors’ Rights Agreement in substantially the form attached hereto as Exhibit C (the “Rights Agreement”), the Amended and Restated Voting Agreement in substantially the form attached hereto as Exhibit D (the “Voting Agreement”), and the Amended and Restated Right of First Refusal and Co-Sale Agreement in substantially the form attached hereto as Exhibit E (the “Co-Sale Agreement,” and together with this Agreement, the Voting Agreement and the Rights Agreement, the “Agreements”), without the need for an amendment to any of the Agreements except to add such person’s or entity’s name to the appropriate exhibit to such Agreements and to append their signature page thereto, and shall have the rights and obligations hereunder and thereunder, in each case as of the date of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company and the Investors representing a majority of the Shares to be sold in such Subsequent Closing. (d) Immediately after each Closing, the Schedule of Investors shall be amended to list the Investors purchasing Shares hereunder and the number and type of Shares issued to each Investor here...
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Closing and Subsequent Closings. The closing of the Initial Subscription (the “Initial Closing”) shall take place remotely via the electronic delivery of documents and signatures on January 29, 2021 (the “Initial Subscription Date”). The closing of each of the Frog Share Subscription, the Buffalo Share Subscription, the Sierra Share Subscription and any Delayed Draw Share Subscription (each, a “Subsequent Subscription”) on each of the Frog Closing, the Buffalo Closing, the Sierra Closing and any Delayed Draw Closing, as applicable (each, a “Subsequent Closing”), shall take place remotely via the electronic delivery of documents and signatures on the date set forth in the relevant Put Option Exercise Notice (but, in any event, no earlier than 10 Business Days (or, in the case of the Sierra Share Subscription, five Business Days (provided that such notice period shall reduce to no less than three Business Days if necessary to ensure there are at least five Business Days after the Subscription Date available to pay the consideration to the Scheme Shareholders (as defined in the Second Amendment) within the required 14-day period)) following delivery of such Put Option Exercise Notice) or such other date as mutually agreed by the Issuer and the Investors (the “Subsequent Subscription Date”).
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Related to Closing and Subsequent Closings

  • 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; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • First Closing The First Closing shall have occurred.