Second Closing Date Clause Samples
The 'Second Closing Date' clause defines the specific date on which a subsequent phase of a transaction, such as the transfer of additional assets or payment of a second installment, will occur following the initial closing. In practice, this clause outlines the timing and conditions that must be met for the second closing to take place, often referencing milestones like regulatory approvals or the fulfillment of certain obligations. Its core function is to provide a clear and enforceable schedule for multi-stage transactions, ensuring that both parties understand when and how the remaining aspects of the deal will be completed.
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Second Closing Date. The closing of the purchase and sale of the ------------------- Series C Preferred and Series C Warrants hereunder to Warburg and Crosspoint and the closing of the sale of the Series C Warrants to Intel (the "SECOND CLOSING") shall be held at 1:00 p.m., California Time, on the fifteenth (15th) day after delivery of the Exercise Notice (or if such date is not a business day then on the next business day thereafter) or on such later date as the Company and the Purchasers may mutually agree to, but in any event no later than the Final Closing Date (the date of such Closing being referred to as the "SECOND CLOSING DATE"). The place of the Second Closing (including the place of delivery to Warburg and Crosspoint by the Company of the certificates evidencing all shares of Series C Preferred and Series C Warrants being purchased by them and the place of payment to the Company by Warburg and Crosspoint of the purchase price therefor and the place of delivery to Intel by the Company of the Series C Warrants being purchased by Intel) shall be the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other place as such Purchasers and the Company may mutually agree.
Second Closing Date. The closing of the issuance of the Second Issuance Shares or the redemption of the Initial Issuance Shares pursuant to Section 2.1(b) (the "Second Closing") shall be held at 4:00 p.m. Pacific Standard time on that date which is twelve (12) calendar months after the Initial Closing Date (the "Second Closing Date") and which is following the satisfaction or waiver of the conditions set forth in Sections 6.3 and 6.4, or at such other time or date as the Company and SB may agree in writing.
Second Closing Date. As soon as reasonably practicable following the First Closing Date but in no event later than thirty days after the First Closing Date (the "SECOND CLOSING DATE"), the Initial Members will have caused the following events to happen:
(1) The Initial Class A Member and the Initial Class B Member will have entered into the "ANCILLARY IMPLEMENTATION AGREEMENT," in form and substance reasonably satisfactory to each such Initial Member, pursuant to which the Initial Class B Member will perform ongoing implementation and adjustment of certain "Peoplesoft" software (or an equivalent product) licensed by the Initial Class A Member, and/or the initial and ongoing implementation and adjustment of the Global Sales Force Automation software (or an equivalent product) licensed by the Initial Class A Member, on the terms and conditions set forth therein but including the following: (i) the total commitment by the Initial Class A Member to purchase services from the Initial Class B Member will equal $5 million; (ii) such commitment will be retired over time as determined by the Initial Class A Member but will be fully retired prior to the third anniversary of the Second Closing Date; and (iii) the Class B Member will provide the relevant services based on an hourly blended rate for personnel of $164 per hour.
(2) The Initial Members and the Company will have entered into a "TRANSITION SERVICES AGREEMENT," in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which each Initial Member will perform certain services for the Company on the terms and conditions set forth therein and will agree to provide such services for a period following a termination of the Company or a sale by such Initial Member of its Membership Interest.
(3) The Initial Class A Member and the Company will have entered into an agreement (the "IP OSS/BSS SUBLICENSE") in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class A Member will make access to the IP OSS/BSS system available to the Company (upon and after the completion of the IP OSS/BSS) on the terms and conditions set forth therein.
(4) The Initial Class A Member and the Company will have entered into a "WEB HOSTING AND INTERNET ACCESS SERVICE AGREEMENT" in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class A Member will provide broadband services, other telecommunications services, and internet host...
Second Closing Date. The Transferee shall pay the Second Installment of the Purchase Price pursuant to Section 3.2.2 and Section 3.3 hereof to the Transferors (the “Second Closing”). The day of payment of the Second Installment of Purchase Price shall be the second closing date (the “Second Closing Date”).
Second Closing Date. With respect to the Second Closing, the conditions set forth in Sections 6.3, 6.4(b), 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11, 6.12 and 6.13 shall have been satisfied by the Exchange Termination Date.
Second Closing Date. The Closing of the purchase and sale of the Second Convertible Debenture shall take place at 10:00 a.m. Eastern Daylight Time on the 1st business day following the date the Company files the Registration Statement with the SEC, subject to notification of satisfaction of the conditions to the Second Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor (the “Second Closing Date”)).
Second Closing Date. After the Second Effective Date, the first date on which any Additional Notes are issued and sold by the Company to any Investors.
Second Closing Date. The second closing of the Acquisition (the “Second Closing”) shall take place at the offices of Sidley Austin LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, at 10:00 a.m. on the later of (a) the second Business Day following the date on which each of the conditions set forth in Article VI A is satisfied or waived by the party entitled to waive such condition (except for any conditions that by their nature can only be satisfied on the Second Closing Date, but subject to the satisfaction of such conditions or waiver by the party entitled to waive such conditions) and (b) 60 days after the date hereof or such earlier date as the Purchaser may designate in writing. The date on which the Second Closing occurs is referred to herein as the “Second Closing Date.”
Second Closing Date. The obligation of each Buyer hereunder to purchase the Second Notes at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The Company shall have executed and delivered to such Buyer the Note Certificates (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Second Closing pursuant to this Agreement.
(ii) Such Buyer shall have received the opinions of the Company's counsel dated as of the Second Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit H-1 and Exhibit H-2 attached hereto.
(iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the Second Closing Date and the Company shall cause its transfer agent to deliver a letter to such Buyer to that effect.
(iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Second Closing Date.
(v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Minnesota within 10 days of the Second Closing Date.
(vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company dated as of the Second Closing Date, as to (i) the resolutions described in Section 3 as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit J.
(vii) The representations and warranties of the Company shall be true and correct 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 respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the...
Second Closing Date. The closing of the purchase and sale of the Company's capital stock pursuant to Section 1.3 above (the "Second Closing") shall take place at the Company's option and at any time subsequent to the Pricing Date but not later than the second year anniversary of the date of this Agreement. The Company shall give at least ten (10) business days prior written notice of the Second Closing to the Investor, in a manner provided for in Section 10.10, including the date, time and location of the Second Closing. At the Second Closing, the Company shall cause to be issued to the Investor a stock certificate, in the name of the Investor, representing shares of the Company's Series E-2 Preferred or Common Stock, whichever is applicable, dated as of the Second Closing, being purchased against payment of the purchase price therefor by check or by wire transfer to the Company's bank account, unless the