Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. (a) On each Closing Date, against receipt from the Purchaser of the full Preferred Share Issue Price in respect of each Preferred Share to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b) (which shall be paid to the Company account described in Section 5.5, in the manner described in Section 5.5), the Company shall issue to the Purchaser the amount of the Preferred Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b), registered in the name of the Purchaser, free from all liens. (b) The closing for each subscription for Preferred Shares pursuant to Section 2.1 (each, a “Closing”) shall be held at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as may be agreed by the Parties, on the applicable Closing Date for such subscription. If any Closing would otherwise occur pursuant to Section 2.1 on a day that is not a Business Day, such Closing, and the related Closing Date, shall be postponed until the first Business Day following such non-Business Day. (c) All proceedings to be taken and all documents to be executed and delivered by all Parties at a Closing shall be deemed to have been taken and executed and delivered simultaneously at such Closing, and no proceedings shall be deemed taken nor any documents executed or delivered at such Closing until all have been taken, executed and delivered. (d) The Company shall file the Certificate of Designation with the Secretary of State of the State of Delaware on or before the Initial Closing.

Appears in 3 contracts

Sources: Subscription Agreement, Subscription Agreement (Exelon Corp), Subscription Agreement (Potomac Electric Power Co)

Closing Mechanics. (a) On each Closing Date, against receipt from the Purchaser Parent or one of its direct or indirect wholly-owned Subsidiaries of the full Preferred Share Issue Price in respect of each the Preferred Share Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b) (which shall be paid to the Company account described in Section 5.5, and in the manner described in Section 5.5), the Company shall issue to the Purchaser Parent (or its applicable direct or indirect wholly-owned Subsidiary) the amount of the Preferred Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b), registered in the name of the PurchaserParent (or its applicable direct or indirect wholly-owned Subsidiary), free from all liensEncumbrances (except for such Encumbrances as may be provided under the Securities Act or any transfer restrictions set forth in the Organizational Documents of the Company). (b) The closing for each subscription for purchase of Preferred Shares pursuant to Section 2.1 2.1(b) (each, a “Closing”) shall be held at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ . ▇▇▇▇▇ (or at such other place as may be agreed by the Parties), on the applicable Closing Date for such subscriptionDate. If any Closing would otherwise occur pursuant to Section 2.1 2.1(b) on a day that is not a Business Day, such Closing, and the related Closing Date, shall be postponed until the first Business Day following such non-Business Day. (c) All proceedings to be taken and all documents to be executed and delivered by all Parties any Party at a Closing shall be deemed to have been taken and executed and delivered simultaneously at such Closing, and no proceedings shall be deemed taken nor any documents executed or delivered at such Closing until all have been taken, executed and delivered. (d) The Company shall file the Certificate of Designation with the Secretary of State of the State of Delaware on or before the Initial Closing.

Appears in 1 contract

Sources: Subscription Agreement (Washington Gas Light Co)