Closing Date Matters Clause Samples

Closing Date Matters. On the Closing Date, (i) the Registration Statement and the Prospectus, as they may then be amended or supplemented, shall contain all statements that are required to be stated therein under the 1933 Act and the Rules and Regulations and in all material respects shall conform to the requirements of the 1933 Act and the Rules and Regulations; the Company shall have complied in all material respects with Rule 430A (if it shall have elected to rely thereon) and neither the Registration Statement nor the Prospectus, as they may then be amended or supplemented, shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the business, prospects, properties, assets, results of operations or condition (financial or otherwise) of the Company whether or not arising in the ordinary course of business, (iii) no action, suit or proceeding at law or in equity shall be pending or, to the Company’s knowledge, threatened against the Company that would be required to be set forth in the Prospectus other than as set forth therein and no proceedings shall be pending or, to the knowledge of the Company, threatened against the Company before or by any applicable or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding could materially adversely affect the business, prospects, assets, results of operations or condition (financial or otherwise) of the Company other than as set forth in the Prospectus, (iv) the Company shall have complied with all agreements and satisfied all conditions on their part to be performed or satisfied on or prior to the Closing Date, and (v) the representations and warranties of the Company set forth in Section 2 of this Agreement shall be accurate in all material respects as though expressly made at and as of the Closing Date. On the Closing Date, you shall have received a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to such effect and with respect to the following additional matters: (A) the Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus has bee...
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Closing Date Matters. Cause each of the following to be satisfied as of the Closing Date: (a) The representations and warranties set forth in Article 3 hereof shall be true and correct in all material respects on and as of the Closing Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after the Borrowing of the Initial Loans on the Closing Date, no Event of Default or Default shall have occurred and be continuing. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent and to the Lenders on the Closing Date. (d) The Administrative Agent shall have received in the case of each Person that is a Loan Party on the Closing Date, such documents as the Administrative Agent may have reasonably requested (including, without limitation, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements shall have been satisfied or waived, or arrangements satisfactory to the Facility B Collateral Agent shall have been made for the satisfaction of the Collateral and Guarantee Requirements relating to the Pledge Agreement promptly after the Closing Date. (f) Consummation of the Offer shall have occurred. (g) The Lenders shall have received the financial statements referred to in Section 3.05(a). (h) The Lenders shall have received the pro forma consolidated balance sheet referred to in Section 3.05(b). (i) After giving effect to the Transaction and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Senior Secured Facilities, (iii) the Senior Subordinated Bridge B Loan Agreement and (iv) other Indebtedness permitted pursuant to Section 6.03. The Bidco Loan (in an amount not less than the aggregate principal amount of borrowings hereunder on the Closing Date) shall be effected concurrently with the making of the Loans hereunder. (j) The Lenders shall have received a solvency certificate substantially in the form of Exhibit H and signed by a director or a Responsible Officer of Holdings confirming the solvency of Holdings and it...
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Closing Date Matters. On each Closing Date, (x) to the Company’s knowledge, there shall be no prohibitory action by any governmental body, agency or official suspending or prohibiting, or threatening to suspend or prohibit, use of the PPM in connection with the Offering; (y) the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date and (z) the representations and warranties of the Company set forth in Section 2 of this Agreement shall be accurate in all material respects as though expressly made at and as of the Closing Date. On each Closing Date, you shall have received a certificate executed by the Chief Executive Officer of the Company, dated as of such Closing Date, to such effect.
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Closing Date Matters. As of the Closing Date, Borrower will have paid all closing costs and expenses related to the Transactions and ▇▇▇▇▇▇▇ ). As of the Closing Date, no material changes have occurred relative to the pre-funding update and resulting cashflows delivered to Lender on September 27, 2024.
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Closing Date Matters. For the portion of the Closing Date after the Closing, none of Purchaser, its Affiliates and/or Representatives will cause the Swiss Subsidiary to take any action that will result in liability for Taxes other than actions taken in the ordinary course of business consistent with prior practice or actions explicitly contemplated by this Agreement. None of Purchaser, its Affiliates and/or Representatives shall make or permit any election under Section 338(g) of the Code (or any comparable applicable provision of state, local or non-United States Tax law) with respect to the acquisition of the stock of the Swiss Subsidiary without the prior written consent of Seller; provided, however, that if Seller requests Purchaser in writing to file an election under Section 338(g) of the Code (or any comparable applicable provision of state, local or non-United States Tax law) with respect to such acquisition then Purchaser, its Affiliates and/or Representatives shall timely file such election if permitted by law.
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Closing Date Matters. For the portion of the Closing Date after the Closing, none of Purchaser, its Affiliates and/or Representatives will cause the Swiss Subsidiary to take any action that will result in liability for Taxes other than actions taken in the ordinary course of business consistent with prior practice or actions explicitly contemplated by this Agreement. None of Purchaser, its Affiliates and/or Representatives shall make or permit any election under Section 338(g) of the Code (or any comparable applicable provision of state, local or non-United States Tax law) with respect to the acquisition of the stock of the Swiss Subsidiary without the prior written consent of Seller; provided, however, that if Seller requests Purchaser in writing to file an election under Section 338(g) of the Code (or any comparable 22 applicable provision of state, local or non-United States Tax law) with respect to such acquisition then Purchaser, its Affiliates and/or Representatives shall timely file such election if permitted by law. (iii) Amended Tax Returns, Retroactive Elections, Etc. None of Purchaser, its Affiliates and/or Representatives will (A) file or amend any Tax Returns of the Swiss Subsidiary with respect to any Pre-Closing Tax Period, (B) have the Swiss Subsidiary make any Tax election that has retroactive effect to any Tax Return for a Pre-Closing Tax Period, or (C) agree to extend or waive the statute of limitations with respect to Taxes of the Swiss Subsidiary, in each such case except (1) as permitted by Section 6.7(b)(i), or (2) with the prior written consent of Seller (which will not be unreasonably withheld, delayed, or conditioned).
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Closing Date Matters. On the Closing Date, (i) the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date and (ii) the representations and warranties of the Company set forth in Section 2 of this Agreement shall be accurate in all material respects as though expressly made at and as of the Closing Date. On the Closing Date, you shall have received a certificate executed by each of the Chairman and the President of the Company, dated as of the Closing Date, to such effect.
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Related to Closing Date Matters

  • Closing Matters (a) Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

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

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.