Closing Dates and Delivery Clause Samples

Closing Dates and Delivery. 42.1 The closing of the exchange of the Exchange Shares for the Common Shares shall be held at the offices of Lapointe Rosenstein, 1250 Rene- Levesque Boulevard West, Suite 1400, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇:00 ▇.▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ (▇▇) ▇ays after receipt by Widecom of a properly completed and executed notice of exchange in the form attached hereto as Schedule 4.1 (the "Notice of Exchange") or Participation Notice, as the case may be, on behalf of Innovatech (the "Closing") or at such other time and place upon which Widecom and Innovatech shall mutually agree (the date of the Closing is hereinafter referred to as the "Closing Date"). 42.2 At the Closing, Innovatech shall surrender the certificate or certificates representing all the Exchange Shares duly endorsed. Thereupon, Widecom shall promptly issue and deliver at such office to Innovatech a certificate or certificates for the number of Common Shares to which Innovatech is entitled pursuant to subsection 3.2. Such exchange shall be deemed to have been made at the close of business on the date of such surrender of the certificate(s) endorsed in favour of Widecom representing all the Exchange Shares, and Innovatech shall be treated for all purposes as the record holder of such Common Shares on such date.
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Closing Dates and Delivery a. Pre-Closing. At Investor’s option, the purchase, sale and issuance of a number of the Shares that will be notified by the Investor to the Company not exceeding 452,963,196 (the “Pre-Closing”) shall take place as soon as practicable after the signing of this Agreement, provided that all the following conditions to the Pre-Closing are satisfied or waived by the Investor: 1. Letters of resignation of all the members of the board of directors of the Company, effective upon the Pre-Closing, have been delivered to the Company and to counsel to the Investor, and the board of the Company has approved the appointment, effective upon the Pre-Closing, of a new board nominated by Investor; and 2. The board of the Company has resolved to change the signatory rights in all Company bank accounts to Citrine’s nominees, effective upon the Pre-Closing. Without derogating from Section 3, the Company and each of its directors hereby represent and warrant to Investor that the following shall be true and correct in all material respects as of the date of the Pre-Closing, and that they shall be jointly and severally liable in respect of a breach of these representations and warranties, all subject to the performance of all of the Investor’s undertakings and obligations hereunder: 1. There are no material actions, suits, proceedings or investigations pending against the Company or Novomic (nor has the Company or any of its subsidiaries received written notice of any threat thereof) before any court or governmental agency. Neither the Company nor Novomic is a party or subject to the provisions of any material order, writ, injunction, judgment or decree of any court or government agency or instrumentality. 2. Other than ongoing liabilities required by applicable State or Federal law and/or the OTCQB stock exchange, there are no material liabilities or obligations of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise. All expenses associated with Novomic after the Pre-Closing, including reporting expenses, will be borne by Novomic and not by the Company. Investor may deduct from the Purchase Price amounts to pay any expenses associated with Novomic. At the Pre-Closing, the Company’s transfer agent will confirm to the Investor that Shares in the number notified by the Investor have been issued to the recipients listed in Appendix A hereto as will be set forth therein, and in conjunction therewith, the Investor will imme...
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Closing Dates and Delivery 
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  • Purchase and Delivery Payment for the Firm Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

  • Notice and Delivery Any notice mailed to you will be deemed delivered and received by you, five days after the postmark date. This fifth day following the postmark is the receipt date. Notices will be mailed to the last address we have in our records. You are responsible for ensuring that we have your proper mailing address. Upon your consent, we may provide you with notice in a delivery format other than by mail. Such formats may include various electronic deliveries. Any notice, including terminations, change in personal information, or contributions mailed to us will be deemed delivered when actually received by us based on our ordinary business practices. All notices must be in writing unless our policies and procedures provide for oral notices.

  • Order and Delivery The Contract shall bind the Contractor to furnish and deliver the Goods or Services in accordance with Exhibit A and at the prices set forth in Exhibit B. Subject to the sections in this Contract concerning Force Majeure, Termination and Open Market Purchases, the Contract shall bind the Client Agency to order the Goods or Services from the Contractor, and to pay for the accepted Goods or Services in accordance with Exhibit B.

  • PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Selling Shareholders agree to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a net purchase price of $_____ per share (representing the public offering price of $___ per share less underwriting discounts and commissions of $___ per share), the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of each of the Selling Shareholders shall be several and not joint. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds to an account designated by each Selling Shareholder for the shares to be sold by such Selling Shareholder, in each case against delivery of the Firm Shares therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York New York ("DTC") at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Option Selling Shareholder hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. No Option Shares shall be sold or delivered by the Underwriters unless the Firm Shares previously have been, or simultaneously with the Option Shares are, sold and delivered. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Selling Shareholders and the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Representatives but shall not be later than three full business days after written notice of the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Selling Shareholders and the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds to an account designated by the Option Selling Shareholder for the Option Shares to be sold by the Option Selling Shareholder against delivery of the Option Shares through the facilities of DTC.

  • Payment and Delivery Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.