Closing; Condition to Obligations Sample Clauses

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Closing; Condition to Obligations. In connection with or at any time after the exercise by Optionee of the Purchase Option, Optionee will specify a closing date, which date will be no later than December 31, 2004, for the initial closing (the “Initial Closing”) of the purchase and sale contemplated by the Purchase Option. At or before such Initial Closing, which shall be held at a place and time determined by Optionee in its sole discretion, Optionee and Grantor will execute all closing documents (the “Closing Documents”) required by Optionee in accordance with Section 2.3 and deposit the same in escrow with an escrow agent of Optionee’s choosing (the “Closing Agent”). Upon the exercise of the Purchase Option, the transactions contemplated by this Option Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated only if the closing of the initial public offering of Common Stock (the “IPO Closing”) occurs simultaneously with or within fifteen (15) business days after the date of the Initial Closing. If the IPO Closing occurs within such fifteen (15) business day period: (i) Optionee shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Grantor whose Purchase Option has been exercised (w) the Cash Amount, if any, (x) if the Purchase Price for such Grantor includes Units, a certificate of the general partner of Optionee certifying that such Grantor has been, or will be effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of Optionee and that Optionee’s books and records indicate, or will indicate upon the Final Closing, that such Grantor is the holder of the number of Units, if any, which are called for pursuant to the Grantor’s Purchase Price, (y) if the Purchase Price for such Grantor includes Units and such Units are represented by certificates, a certificate or certificates in the name of such Grantor for the number of Units to which such Grantor is entitled and (z) a duly executed Tax Maintenance Agreement substantially in the form attached hereto as Exhibit B; (ii) upon receipt of the consideration and the documentation set forth in clause (i) above, the Closing Agent will release the Closing Documents to Optionee and deliver to Grantor the Cash Amount and the certificates, if any, representing such Grantor’s Units; and (iii) the transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to h...
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Closing; Condition to Obligations. In connection with its acquisition --------------------------------- of the Contributors' Interests, the Operating Partnership will notify the Contributors of a closing date, which date will be no earlier than five (5) business days after such notification and no later than December 15, 1998 (fifteen (15) business days prior to the Termination Date), for the initial closing (the "Initial Closing") of the acquisition contemplated by this --------------- Contribution Agreement. At or before such Initial Closing, which shall be held at the offices of ▇▇▇▇▇ & Wood llp, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other place as is determined by the Operating Partnership in its sole discretion at a time specified by the Operating Partnership in its sole discretion, the Operating Partnership and the Contributors will execute all closing documents (the "Closing Documents") required by the Operating ----------------- Partnership in accordance with Section 1.5 hereof and deposit the same in escrow with ▇▇▇▇▇ & ▇▇▇▇ llp, New York, New York, pursuant to an escrow agreement in substantially the form of Exhibit F hereto, as escrow agent of the Operating Partnership (the "Closing Agent"). ------------- The transactions contemplated by this Contribution Agreement and by the Closing Documents executed and deposited in connection with such exercise will be consummated at the Final Closing (as hereinafter defined) only if (i) the closing of the IPO (the "IPO Closing") is consummated by the earlier of (a) ----------- fifteen (15) business days after the date of the Initial Closing and (b) the Termination Date and (ii) the Total Company Enterprise Value (as defined in Exhibit A) is equal to or greater than $405,000,000. If the IPO Closing occurs by such date: (a) The Operating Partnership shall, contemporaneously with the IPO Closing, cause to be delivered to the Closing Agent with respect to each Contributor (i) the cash portion of such Contributor's Consideration, if any (such cash portion, the "Cash Portion"), and (ii) if applicable, a certificate of ------------ the General Partner of the Operating Partnership certifying that such Contributor has been or will be, effective upon the Final Closing (as hereinafter defined), admitted as a limited partner of the Operating Partnership and that the Operating Partnership's books and records indicate or will indicate that such Contributor is the holder of the number of Units which are called for pursuant to the Conside...
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Closing; Condition to Obligations. In connection with or at any time --------------------------------- after the exercise by Optionee of its Purchase Options, Optionee will specify a closing date, which date will be no later than the Option Termination Date, for the closing (the "Closing") of the purchase and sale contemplated by each ------- Purchase Option. At such Closing, which shall be held in Dallas, Texas, at a place and time mutually agreeable between the Company and Optionee, Optionee and each Grantor will execute and deliver the Closing Documents (as defined in Section 2.3) and deliver the same to Optionee or a person designated by Optionee (the "Closing Agent"), and Optionee shall cause to be delivered to WH-MIS LP, ------------- and to WFLP on behalf of JDC, such Grantor's Purchase Price.
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Closing; Condition to Obligations. Subject to the foregoing, ▇▇▇▇▇▇-▇▇▇▇▇ and the Owners (by a majority vote thereof) will specify a closing date, which date shall be no later than December 31, 1997 (or, if applicable, the Closing Extension Date, as defined in the Master Agreement), for the initial closing (the "Initial Closing") of the exchange contemplated hereby which Initial Closing shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇ Mulliss & ▇▇▇▇▇, L.L.P., Raleigh, North Carolina. At or before Closing, which shall be held at a place and time determined by ▇▇▇▇▇▇-▇▇▇▇▇ and the Owners (by a majority vote thereof), ▇▇▇▇▇▇-▇▇▇▇▇ and Owner will execute all closing documents (the "Closing Documents") required by ▇▇▇▇▇▇-▇▇▇▇▇ in accordance with Paragraph 3.D. and deposit the same in escrow with an escrow agent to be agreed upon by ▇▇▇▇▇▇-▇▇▇▇▇ and Owner (the "Closing Agent"). If the Closing occurs: (i) With respect to each Partnership or Property (or portion thereof) acquired, ▇▇▇▇▇▇-▇▇▇▇▇ shall cause to be delivered to the Closing Agent for the benefit of each Owner the number of Units (each Unit having a value of $13.00 for purposes of determining the number of Units to be delivered in exchange for the Interests) set forth on each Owner's Supplemental Acquisition Schedule, as adjusted; (ii) Upon receipt of the consideration set forth in clause (i) above, the Closing Agent will release the Closing Documents to ▇▇▇▇▇▇-▇▇▇▇▇; and (iii) The transactions described or otherwise contemplated herein or in the Closing Documents will thereupon be deemed to have been consummated (such consummation being hereafter referred to as the "Final Closing"). Notwithstanding the above, ▇▇▇▇▇▇-▇▇▇▇▇ may, in its sole discretion, elect not to complete the acquisition of Interests of any Owner with an identified breach of (and failure to cure within any relevant grace or cure period) or other exception with respect to Paragraph 5 hereof or that has otherwise breached (and failed to cure) this Agreement (any such Owner being hereafter referred to as a "Non-Complying Owner"), in which case ▇▇▇▇▇▇-▇▇▇▇▇ shall, in lieu of the delivery with respect to such Owner pursuant to clause (i) above, notify the Closing Agent of such election and direct the Closing Agent to return such Owner's Closing Documents and any other agreements or instruments executed in connection with the transactions contemplated thereby (the "Ancillary Agreements") to such Owner. The election of ▇▇▇▇▇▇-▇▇▇▇▇ not to acquire the Interests of a particular No...
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Closing; Condition to Obligations. Closing of the transactions contemplated hereby shall take place as to all Properties as soon as practicable on or after July 1, 1998, but in any event on or before the Outside Closing Date or, upon not less than ten (10) days prior written notice, and subject to the Conditions to Closing set forth in Article VIII below. Accordingly, the parties hereby acknowledge and agree that there may be one or more Closings, and that all references to the "Closing" or the "Closing Date" under this Agreement with respect to a Property or the Contributors thereof shall mean the Closing and the Closing Date for such Property, irrespective of the Closing or Closing Dates of any other Property. It shall not be a condition to the Closing of any Property that the Closing of any other Property have taken place, and the failure of any subsequent Closing to take place with respect to any Property shall have no bearing or effect on a Closing which shall have already occurred. At or before the Closing with respect to a Property or Properties, the Operating Partnership and the applicable Contributors will execute all closing documents (the "Closing Documents") required to be delivered at Closing in accordance with this Agreement and deposit the same in escrow with FAC or other escrow agent mutually acceptable to FAC and the Contributors (the "Closing Agent").
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Closing; Condition to Obligations. In connection with the acquisition --------------------------------- of the Contributors' Interests, the Operating Partnership will notify the Contributors of a closing date, which date will be no earlier than five (5) business days after such notification and no later than December 15, 1998 (fifteen (15) business days prior to the Termination Date), for the initial closing (the "Initial Closing") of the acquisition contemplated by Contribution --------------- Agreement. At or before such Initial Closing, which shall be held at the offices of ▇▇▇▇▇ & ▇▇▇▇ llp, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other place as is
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Related to Closing; Condition to Obligations

  • Conditions to Obligation to Close (a) Conditions to Obligation of the Parent. The obligation of each of the -------------------------------------- Parent and the Transitory Subsidiary to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in (S)3(a) and (S)4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Stockholders shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing; (iii) the Company and its Subsidiaries shall have procured all of the material third party consents required pursuant to (S)5(b) above; (iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Parent to own the Company Shares and to control the Company and its Subsidiaries, or (D) affect materially and adversely the right of any of the Company and its Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) each of the Stockholders shall have delivered to the Parent a certificate to the effect that each of the conditions specified above in (S)7(a)(i)-(ii) is satisfied, and the Company shall have delivered to the Parent a certificate to the effect that each of the conditions specified above in (S)7(a)(iii)-(iv) is satisfied; (vi) the FCC shall have granted the Transfer of Control Application and such grant shall be in full force and effect, all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated, and the Parties, the Company, and its Subsidiaries shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in (S)3(a)(ii), (S)3(b)(ii), and (S)4(c) above; (vii) the Parent and each of the Stockholders shall have entered into a Registration Rights Agreement in form and substance as set forth in Exhibit C attached hereto and the same shall be in full force and effect; (viii) the Parent shall have received from each Stockholder that is not a natural person (A) a copy of resolutions duly adopted by such Stockholder's board of directors authorizing such Stockholder to enter into this Agreement and consummate the transactions contemplated hereby, certified by the secretary or assistant secretary of such Stockholder as being complete and correct and in full force and effect as of the Closing Date, and (B) an incumbency certificate dated as of the Closing Date with respect to the officer executing this Agreement on behalf of such Stockholder; (ix) the Parent shall have obtained on terms and conditions satisfactory to it in its sole discretion all of the financing it needs in order to consummate the transactions contemplated hereby; (x) a majority of the Parent's directors that are not Affiliates of the Company shall have approved the transactions contemplated hereby; (xi) the holders of eighty percent (80%) of the Parent's Senior Preferred Stock shall have approved the transactions contemplated hereby; (xii) the Parent shall be satisfied that no material adverse change in the financial condition, results of operation, business, assets, properties or prospects of the Company shall have occurred since December 31, 1998; (xiii) the Parent shall have received an opinion from a nationally recognized investment bank stating the transactions contemplated hereby are fair to the Parent from a financial point of view; (xiv) the Parent and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have executed amendments to ▇▇. ▇▇▇▇▇'▇ employment and equity incentive agreements on terms satisfactory to Parent in its sole discretion; (xv) Alta and Syncom shall each have entered into, and shall have pledged all the Parent Class A Shares and Warrants issuable to it hereunder for the benefit of the Senior Lenders pursuant to, a pledge agreement in the form attached hereto as Exhibit D; (xvi) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have entered into, and shall have pledged all the Parent Class A Shares and Warrants issuable to her hereunder for the benefit of the Senior Lenders pursuant to, a pledge agreement in the form attached hereto as Exhibit E; and (xvii) all actions to be taken by the Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Parent. The Parent may waive any condition specified in this (S)7(a) if it executes a writing so stating at or prior to the Closing.

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. f. The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or any similar quotation system. g. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • 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.

  • 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:

  • Conditions Precedent to Obligation of Seller The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion: (a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3. (c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing. (d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.