Closing Mechanism Sample Clauses

The Closing Mechanism clause defines the procedures and conditions that must be fulfilled for the formal completion of a transaction, such as a sale or acquisition. It typically outlines the steps each party must take, the documents to be exchanged, the timing of payments, and any required approvals or consents. By clearly specifying these requirements, the clause ensures that both parties understand their obligations and helps prevent disputes or delays at the final stage of the transaction.
Closing Mechanism. 3.1 The Closing shall take place upon the fulfillment of all the Conditions Precedent at the Closing Time on the Closing Date at the (ADDRESS …………….)or such other place as the Parties may agree to in writing. 3.2 Promptly after the completion of the actions contemplated in Clause 2.1 there shall be held a board meeting of the Company on the Closing Date or on the earliest mutually convenient date (the “Closing Board Meeting”), at which the following business shall be conducted: (a) Appropriate board resolutions shall be passed, for altering the articles of association of the Company to be in conformity with the provisions of this Agreement and the Shareholders Agreement and issue a notice for convening a general meeting of the Company on a date not later than sixty (60) days from the Closing Date for the approval of the same; (b) Appropriate board resolutions shall be passed, including a board resolution taking on record the transfer in the beneficial ownership of the Transaction Shares from the Government to the Strategic Partner; (c) The resignation letters of the Government Nominee Directors as provided in Clause 2.1(d) above shall be placed before the Board and accepted by the Board; (d) nominees of the Strategic Partner in accordance with the Shareholders Agreement shall be appointed as additional directors on the Board ; (e) nominees of Government in accordance with the Shareholders Agreement shall be appointed as additional directors on the Board. (f) The Strategic Partner and the Government shall issue a joint notice to the Depository informing the Depository of the restrictions on the transfer of Equity Shares and preference shares of the Company as provided in the Shareholders Agreement and this Agreement. (g) The Strategic Partner shall issue irrevocable instructions to the Strategic Partner DP, to secure the performance of the obligations of the Strategic Partner according to the terms of Clause 2.4 of this Agreement and Article 5 of the Shareholders Agreement.
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Closing Mechanism. 5.1 Closing shall take place on or about October 15, 2012, or such other date as may mutually agreed between the Acquirer and the Company in writing (“Closing Date”), provided that such date shall not be later than the expiry of thirty (30) days from the date of this Agreement, at the offices of the Company or such other address as the Parties may agree. 5.2 On the Closing Date, the following actions shall occur in the following order: (i) The Acquirer shall remit the Consideration to the Company in accordance with Clause 3; (ii) The Company shall convene a meeting of its board of directors, or a duly authorised committee thereof, at which resolutions shall be passed for issuance and allotment of the Shares to the Acquirer and certain persons will be authorised to perform all actions to effect such resolution, including but not limited to making necessary entries in the Company’s register of members to record the issuance of the Shares in the name of the Acquirer and undertake all other actions that may be required under the memorandum of association and articles of association of the Company or any Applicable Law for the time being in force, for the consummation of the transaction contemplated in this Agreement; (iii) The Company shall deliver a certified true copy of the resolution passed by the board of directors of the Company allotting the Shares, along with a letter of allotment evidencing the allotment of the Shares to the Acquirer; and (iv) The Company shall initiate the process of duly stamping the share certificate(s) evidencing the Shares (the stamp duty expenses in respect of which shall be borne by the Acquirer) in accordance with the procedures prescribed under Applicable Law. 5.3 The Company shall extend all necessary cooperation to the Acquirer, including execution of documents, deeds and undertakings, as required in respect of the issuance of the Shares by the Company to the Acquirer, in accordance with the terms of this Agreement.
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Closing Mechanism. Prior to the Closing (as defined in Section 2 below), Buyer shall wire to Escrow Agent the Goodwill Price (reduced by any portion Buyer elects to pay in the form of LMP Stock, as contemplated by subsection (c), below), and the price for Fixed Assets, New Vehicles, Used Vehicles and Inventory, as described below (collectively, the “Purchase Price” to the extent the Purchase Price is in excess of the Deposit together with fifty percent (50%) of the escrow costs and expenses and any sales and use tax payable by Buyer as stipulated by this Agreement and any net adjusted amount owed by Buyer under this Agreement. Concurrently with the Closing, the Escrow Agent shall (a) apply the Purchase Price in accordance with the provisions of this Agreement including, without limitation, the satisfaction of any and all liabilities of Seller secured by liens on the Assets which are not satisfied outside of Escrow, and (b) pay the balance of the Purchase Price to Seller. The payment by the Escrow Agent to Seller hereunder shall be by wire transfer of immediately available funds pursuant to wire transfer instructions given by Seller to Escrow Agent no later than five (5) Business Days preceding the Closing Date.
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Closing Mechanism. To the extent that each PARTY has satisfied the Conditions Precedent to the Obligation to Close of the other PARTE referred to in ARTICLE II, the Parties shall proceed to consummate the Closing, on the Closing Date, in accordance with the following mechanism: (a) PURCHASER shall pay the Price to SELLERS, in the amounts and terms indicated in Section 1.02 of this Agreement. (b) Concurrently with the foregoing, SELLERS shall transfer the Shares to the FIDUCIARY ESTATE, as follows: (i) by way of a sale and free and clear of any encumbrance, the full and complete ownership over the CUMBIA Shares paid in full, and (ii) by way of a sale and free and clear of any encumbrance, the full and complete ownership over the MR Shares in AEROCAP paid in full. Also, SELLERS shall deliver to the FIDUCIARY ESTATE the certificates of the CUMBIA Shares and the MR Shares in AEROCAP, duly endorsed and with the corresponding instruments of transfer, as well as the shareholders registry ledger of both CUMBIA and AEROCAP, in which the record of PURCHASER as holder of the CUMBIA Shares and the MR Shares in AEROCAP is evidenced. Upon the completion of the foregoing, the FIDUCIARY ESTATE shall acquire, by way of sale and purchase, the ownership over the CUMBIA Shares and the MR Shares in AEROCAP. (c) Concurrently with the foregoing, o immediately thereafter, the PARTIES shall deliver the following documents at Closing (the “Closing Deliverables”): (i) SELLERS shall deliver to PURCHASER: (1) This information is subject to confidential treatment and has been omitted and filed separately with the commission. 1) The certificates, duly executed by the legal representatives of AEROCAP and CUMBIA, referred to in Section 2.01(b) and 2.01(c) of this Agreement. 2) The irrevocable resignation letters duly executed by all legal representatives of CUMBIA and AEROCAP, and the corresponding corporate resolutions designating the new legal representatives of CUMBIA and AEROCAP appointed in writing by PURCHASER; 3) The share certificates of the AIRPLAN Shares owned by AEROCAP and the share certificates of the AEROCAP Shares owned by CUMBIA; and 4) The certificate issued by PROCAPEX on the closest possible date to the Closing Date, listing the accounts collectible and payable of AEROCAP. (ii) PURCHASER shall deliver to SELLERS: 1) The letters of acceptance duly executed by all new legal representatives appointed in CUMBIA and AEROCAP; and 2) The certificates duly executed by the authorized representativ...
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Closing Mechanism 
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Related to Closing Mechanism

  • Closing Mechanics (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause ▇▇▇▇▇▇ to convey the Owned Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause JCC to, enter into the HNO Ground Lease Assignment and Assumption Agreement and Act of Cash Sale of Improvements, (iii) Buyer shall, and Eldorado shall cause JCC to, enter into the Lease Assignment and Acceptance Agreement; (iv) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, (vi) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Non-CPLV Lease Amendment, and (vii) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date.

  • Purchase Mechanism If the Focus Investor exercises its rights provided in this Section 4.5, the closing of the purchase of the New Securities with respect to which such right has been exercised shall take place within 30 calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 180 days in order to comply with applicable laws and regulations (including receipt of any applicable regulatory or corporate approvals). The Company and the Focus Investor agree to use commercially reasonable efforts to secure any regulatory or corporate approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities.

  • Adjustment Mechanism If an adjustment of the Exercise Price is required pursuant to this Section 6 (other than pursuant to Section 6.4), the Holder shall be entitled to purchase such number of shares of Common Stock as will cause (i) (x) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Warrant following such adjustment, multiplied by (y) the adjusted Exercise Price per share, to equal the result of (ii) (x) the dollar amount of the total number of shares of Common Stock Holder is entitled to purchase before adjustment, multiplied by (y) the total Exercise Price before adjustment.

  • Cashless Settlement Mechanism Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

  • Validation Mechanism To be eligible for articulation, the student must show evidence of their CompTIA A+ certification and it must have been issued within three (3) years prior to their enrollment in the program.