Closing Closing Conditions and Deliveries Sample Clauses

The "Closing; Closing Conditions and Deliveries" clause defines the requirements and procedures that must be satisfied for the formal completion of a transaction, such as a merger or asset sale. It typically outlines the specific conditions that each party must fulfill before closing can occur, such as obtaining regulatory approvals, delivering necessary documents, or making required payments. This clause ensures that all parties are clear on what must happen before the deal is finalized, thereby reducing the risk of misunderstandings or incomplete transactions.
Closing Closing Conditions and Deliveries. 2.1 The Closing of each of the transactions contemplated by Section 1.1 shall take place at the offices of D▇▇▇▇▇ & Whitney, LLP, 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 5:00 p.m., Seattle time, on the Effective Date or at such other place or different time or day as may be mutually acceptable to the Lead Investor and the Company. 2.2 The Closing of the transaction contemplated by Section 1.1 (a) is subject to the fulfillment of the following conditions (the "INITIAL CLOSING CONDITIONS") which are for the benefit of each Investor: (a) all relevant documentation and approvals as may be required, by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules and guidelines of any stock exchange on which the Common Shares are listed, shall have been obtained and, where applicable, executed by or on behalf of the Investor; (b) the Company's board of directors shall have authorized and approved the execution and delivery of this Agreement, the issuance and delivery of the Units, the allotment and issuance of the Common Shares, the allotment and issuance of the Warrants, and the allotment and issuance of the Common Shares acquired upon exercise of the Warrants (the "Warrant Shares"); (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the Closing Date, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors; (d) no action or proceeding at law or in equity shall be pending or threatened by any person, including any government, governmental authority, regulatory body or agency to enjoin, restrict or prohibit the purchase and issuance of the Securities or the transactions contemplated hereby; (e) the Company shall have entered into a Consulting Agreement for strategic management consulting services with Big Sky Management Ltd.; (f) the Company and the Lead Investor shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Schedule C; ----------- (g) the Company and each of the Principals and their respective spouses shall have executed and delivered the Escrow and Contribution Agreement in the form attached hereto as Schedule D; ---------- (h) the Principals shall have delivered Schedule E of this Agreement ----------- listing any and all Common Sha...
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Closing Closing Conditions and Deliveries 
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Related to Closing Closing Conditions and Deliveries

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below: