Second Closing Conditions Clause Samples
The "Second Closing Conditions" clause defines the specific requirements that must be satisfied before a subsequent closing event in a multi-stage transaction can occur. Typically, this clause outlines additional deliverables, regulatory approvals, or performance milestones that must be met after the initial closing but prior to the second transfer of assets, funds, or shares. By clearly stating these conditions, the clause ensures that both parties understand the prerequisites for moving forward with the next phase of the transaction, thereby reducing uncertainty and managing risk between the initial and subsequent closings.
Second Closing Conditions. The respective obligations of each Anchor Investor, on the one hand, and the Company, on the other hand, to consummate the Second Closing are each subject to the satisfaction of the following conditions prior to the Second Closing:
(A) The First Closing shall have been consummated in accordance with the terms of this Agreement;
(B) The Rights Offering shall have been consummated in accordance with the terms of this Agreement; and
(C) The Company shall have received (or shall receive concurrently with the Second Closing) proceeds from the sale of the Common Shares pursuant to the Investment, the Other Private Placements and the Rights Offering, in each case at the purchase prices set forth herein and at a price per share of $0.40, an aggregate amount of not less than $275,000,000.
Second 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 Second 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 Second Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the items set forth in Section 2.4(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 Second 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) except as disclosed in Disclosure Schedule as updated by the Company to reflect changes since the Closing Date through the Second Closing Date;
(ii) the Company shall have obtained audits of the Company’s financial statements for the years ending December 31, 2019 and 2020 by a PCAOB-audited firm, and the Company, and, if there is a counterparty necessary to the Going Public Transaction, such counterparty, shall each have delivered an officer’s certificate to the Purchasers attesting to such party’s readiness to close the Going Public Transaction;
(iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and
(iv) the delivery by the Company of the items set forth in Section 2.4(a) of this Agreement.
Second Closing Conditions. The obligations of the Parties to effect the Second Closing shall be subject to the satisfaction or waiver in writing of following conditions applicable to each of them as set forth below:
Second Closing Conditions. The respective obligations of each Purchaser, on the one hand, and the Company, on the other hand, to consummate the Second Closing are each subject to the satisfaction of the following conditions prior to the Second Closing:
(A) The First Closing shall have been consummated in accordance with the terms of this Agreement;
(B) The Rights Offering shall have been consummated in accordance with the terms of this Agreement;
(C) The Company shall have received (or shall receive concurrently with the Second Closing) proceeds from the sale of the Common Shares pursuant to the Private Placement, the Anchor Investment and the Rights Offering, in each case at the purchase prices set forth herein and at a price per share of $0.43, an aggregate amount of not less than $275,000,000;
(D) The conditions stated in Section 1.2(e)(2)(M) and (N) shall remain satisfied as of the Second Closing Date;
(E) The representations and warranties of the Company set forth in paragraphs (f) and (ii) of Schedule I shall be true and correct in all respects; and
(F) The representations and warranties of the Purchasers in Section 2.3(a) through (h) shall be true and correct in all respects.
Second Closing Conditions. The obligation of the Company to ------------------------- issue and sell the ▇▇▇▇▇ Purchased Shares shall be subject to the satisfaction as determined by, or waiver by, the Company of the following conditions on or before the Second Closing Date:
Second Closing Conditions. (i) The respective obligations of the Investor and the Company to consummate the Second Closing are each subject to the satisfaction or written waiver by the Company and the Investor of the following conditions prior to the Second Closing:
(A) The First Closing shall have been consummated in accordance with the terms of this Agreement;
(B) The Rights Offering shall have been consummated in accordance with the terms of this Agreement;
(C) The Company shall have received (or shall receive concurrently with the Second Closing) proceeds from the sale of the Common Shares pursuant to the Investment and the Rights Offering, in each case at the purchase prices set forth herein and at a price per share of $3.00, in an aggregate amount of not less than $55,000,000; provided that, notwithstanding anything in this Agreement to the contrary, the Investor will not be required to purchase Common Shares in connection with its backstop commitment in the Rights Offering to the extent doing so would cause the Investor to own more than 94.9% of the Common Shares outstanding immediately after giving affect to the transactions contemplated by the Transaction Documents (including the acquisition of Common Shares by Legacy Shareholders in the Rights Offering); and
(D) No provision of any Law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the Second Closing or shall prohibit or restrict the Investor from owning or voting any Common Shares to be purchased pursuant to the Transaction Documents.
(ii) The obligation of the Investor to purchase the Common Shares to be purchased by it at the Second Closing is also subject to the satisfaction or written waiver by the Investor of the following conditions prior to the Second Closing:
(A) The representations and warranties of the Company and the Bank set forth in this Agreement shall be true and correct in all respects on and as of the date of this Agreement and on and as of the Second Closing Date as though made on and as of the Second Closing Date, except where the failure to be true and correct (without regard to any materiality or Material Adverse Effect qualifications contained therein), individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect with respect to the Company (and except that (1) representations and warranties made as of a specified date shall be true and correct as of such date and (2) the Company Specified Representations shall be true and ...
Second Closing Conditions. Your obligations under this Agreement, including, without limitation, the obligation to purchase and pay for the Second Closing Purchased Securities are subject to the following conditions precedent, and the failure by the Company to satisfy all such conditions shall relieve you, at your election, of all such obligations.
Second Closing Conditions. The obligation of Lender to issue to the Company the Note at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions:
(a) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that 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 Second Closing Date.
(b) The Company shall have executed and delivered to Lender the Note, dated as of the Second Closing Date, in the principal amount of Three Hundred Thousand Dollars ($300,000);
(c) The Company shall have delivered to the Escrow Agent the Pledged Shares and the Transfer Documents (as such terms are defined in the Insider Pledge and Escrow Agreement), including, without limitation, executed medallion guaranteed stock powers as required pursuant to the Insider Pledge Agreement.
(d) The Company shall have certified, in a certificate executed by two (2) officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied.
Second Closing Conditions. The obligation of Luxco and Norfin to proceed to the Second Closing shall be conditional upon the following:
(a) the Closing shall have occurred.
(b) No judgment, injunction or order shall have been issued by any competent governmental, administrative or judicial authority on behalf of any private party, and no proceeding shall have been instituted, be pending or threatened by any competent governmental, regulatory or administrative authority, which:
(i) would challenge or prohibit the consummation of transactions contemplated under art. III.D.3 of this Agreement; or
(ii) would impose or seek to impose any substantial limitation on the ability of Luxco to acquire or hold the Norfin Shares after the Second Closing.
Second Closing Conditions. Each Purchaser's obligation to purchase Preferred Shares at the Second Closing shall be subject to the following conditions to the extent not waived in writing by such Purchaser: