Closing; Closing Deliverables Clause Samples
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Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any ...
Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).
Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).
(a) The Company shall deliver or cause to be delivered the following:
(i) on the date hereof:
(a) this Agreement duly executed by the Company;
(b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and
(c) the Lock-Up Agreements.
(ii) on or prior to the Closing Date:
(a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers;
(b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser;
(c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein;
(d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;
(e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel;
(f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects;
(g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).
(h) the Common Warrants registere...
Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event within three (3) Business Days, after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”.
(b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b);
(ii) a non-foreign person affidavit from Seller, and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within the meaning of Section 897 of the Code, dated as of the Closing Date as required by Section 1445 of the Code;
(iii) counterparts to the assignment, transfer and conveyance instruments listed in Section 2.5 of the Seller Disclosure Letter, duly executed by Seller or the appropriate Subsidiary of Seller (the “Conveyance Documents”);
(iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Seller or the appropriate Subsidiary of Seller;
(v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Seller or the appropriate Subsidiary of Seller;
(vi) a counterpart to the Transition Services Agreement duly executed by Seller;
(vii) counterparts to the Partnership Interest Transfer Document duly executed by ▇▇▇▇ Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLP;
(viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Seller;
(ix) counterparts to the Environmental Releases duly executed by Seller;
(x) counterpa...
Closing; Closing Deliverables. (a) The closing (the “Closing”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois, or at such other date, time and place as the Parties may mutually agree in writing. The day on which the Closing takes place is referred to herein as the “Closing Date.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Date.
(b) At the Closing, American shall deliver or cause to be delivered to the Transferors:
(i) a duly executed counterpart of the ▇▇▇▇ of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), executed by American;
(ii) a duly executed counterpart of the Assignment and Assumption Agreement with respect to the Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), executed by American (or its designee, if applicable);
(iii) a copy of certified resolutions of American’s board of directors approving the transactions contemplated by this Agreement; and
(iv) a certificate by an executive officer of American, in his or her capacity as such, certifying to the matters set forth in Sections 8.3(a) and Section 8.3(b) in form and substance reasonably satisfactory to the Transferors.
(c) At the Closing, the Transferors shall deliver or cause to be delivered to American:
(i) duly executed counterparts of the ▇▇▇▇ of Sale, executed by the Transferors;
(ii) duly executed counterparts of the Assignment and Assumption Agreement, executed by the Transferors;
(iii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”); and
(iv) a certificate signed by an executive officer of each of the Transferors, in his or her capacity as such, certifying to the matters set forth in Sections 8.2(a), 8.2(b) and 8.2(c), in form and substance reasonably satisfactory to American.
Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). The Securities sold under the Securities Purchase Agreement shall be settled as set forth in the Securities Purchase Agreement and shall be registered in such name or names and in such authorized denominations as set forth therein.
Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities be made as set forth in the Securities Purchase Agreement. On the Closing Date, the Securities to which the Closing relates shall be delivered through such means as the parties to the Securities Purchase Agreement may hereafter agree. The Securities shall be registered in such name or names and in such authorized denominations as set forth in the Securities Purchase Agreement.
Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, as soon as practicable, but in any event within two (2) Business Days, after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”.
(b) At the Closing, each Seller shall deliver or cause to be delivered to Purchaser:
(i) a certificate signed by an authorized officer of such Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b);
(ii) a non-foreign person affidavit from each transferor under this Agreement (as determined under Section 1445 of the Code), dated as of the Closing Date, as required by Section 1445 of the Code, in a form and manner reasonably satisfactory to Purchaser;
(iii) counterparts to the trademark assignment agreement, or series of trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by each Seller assigning the subject assets;
(iv) counterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form of Exhibit C hereto, duly executed by each Seller;
(v) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by each Seller assigning the subject assets;
(vi) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by each Seller assigning the subject assets; and
(vii) a written waiver, duly signed by Camelot, whereby Camelot waives, in connection with the transactions contemplated by this Agreement, the right of first refusal under the that certain Website and Catalog Rights Purchase Agreement, dated as of June 30, 2014, by and between Icon NY and Camelot.
(c) At the Closing, Purchaser s...
Closing; Closing Deliverables. (a) At the Stage One Closing, the Debt Holders and Purchasers shall cause to be delivered to the Company:
(i) an executed signature page to this Agreement by each Debt Holder and Purchaser; and
(ii) the final Stage One Closing Documents executed by the applicable Purchasers and Debt Holders referenced in Section 2.1(a) along with any funds required to be paid by such Purchasers, subject to any credit pursuant to Section 2.3.
(b) At the Stage One Closing, the Company shall deliver:
(i) to each Debt Holder and Purchaser, an executed signature page to this Agreement;
(ii) to the applicable Purchasers and Debt Holders referenced in Section 2.1(a), the final Stage One Closing Documents executed by the Company;
(iii) a stock certificate for 116,239,025 shares of Company common stock issued to Golden Properties Ltd; and
(iv) a stock certificate for 7,044,789 shares of Company common stock issued to A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
(c) At the Stage Two Closing, the Debt Holders and Purchasers shall cause to be delivered to the Company:
(i) the Consent executed by the Debt Holders that converted their outstanding debt into common stock of the Company as set forth in Section 2.1(a)(i) and the Purchasers set forth on Schedule 2.1(a)(ii);
(ii) the final Stage Two Closing Documents executed by the applicable Purchasers referenced in Section 2.1(d) along with any funds required to be paid by such Purchasers; and
(iii) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(d) At the Stage Two Closing, the Company shall cause to be delivered to the applicable Purchasers referenced in Section 2.1(d):
(i) executed versions of the final Stage Two Closing Documents.
Closing; Closing Deliverables. (a) If this Subscription is accepted by the Corporation, the closing of the purchase and sale of the Shares (the “Closing”) shall occur at a time and place as is mutually determined by the parties after all of the conditions provided herein have been satisfied or waived.
(b) At or prior to the Closing, the Subscriber shall deliver to the Corporation duly executed Subscription Documents and a duly executed Registration Rights Agreement (defined below).
(c) At or prior to the Closing, the Corporation shall deliver to the Subscriber a certificate or certificates representing the Shares and a duly executed Registration Rights Agreement.