Share Exchange Closing Clause Samples
Share Exchange Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Share Exchange (the “Share Exchange Closing”) shall take place as soon as practicable following the time at which the conditions set forth in Section 11.1, Section 11.3, Section 11.4 and Section 11.5 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Share Exchange Closing, but subject to the satisfaction or waiver thereof) and simultaneously or immediately after the Merger Closing or such other time and place as Acquiror, PubCo and the Company may mutually agree in writing. The date on which the Share Exchange Closing actually occurs is referred to in this Agreement as the “Share Exchange Closing Date”.
(b) At the Share Exchange Closing, PubCo shall issue to each Seller such number of PubCo Ordinary Shares as set forth opposite such Seller’s name in the Allocation Schedule in exchange for their Company Ordinary Shares in accordance with the Allocation Schedule. No fraction of a PubCo Ordinary Share will be issued by PubCo by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all fractional PubCo Ordinary Shares that would otherwise be received by such Person) shall instead have the number of PubCo Ordinary Shares issued to such Person rounded up in the aggregate to the nearest whole PubCo Ordinary Share.
(c) At the Share Exchange Closing, each Seller will deliver to New SubCo the duly executed share transfer form in respect of its Company Ordinary Shares, and the certificate(s) representing Company Ordinary Shares (the “Company Share Certificates”) held by such Seller. In the event that any Company Share Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Share Certificate to New SubCo, such Seller may instead deliver to New SubCo a statutory declaration of lost certificate and indemnity of loss in form and substance reasonably acceptable to Acquiror and the Company.
Share Exchange Closing. (a) The Shares and the Exchange Shares will be issued on the books and records of the respective parties’ transfer agents in book-entry form. MCOA will deliver a confirmation from its transfer agent evidencing the issuance of the Shares registered in the name of ECOX, and ECOX will deliver a confirmation from its transfer agent evidencing the issuance of the Exchange Shares and registered in the name of MCOA. MCOA and ECOX may designate their wholly owned subsidiary as holder of the Shares and the Exchange Shares. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., Pacific time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by ECOX pursuant to Section 8.2, will be delivered at the Share Exchange Closing.
Share Exchange Closing. (a) Hims will deliver to the CEO evidence of the issuance of the Shares registered in the name of the CEO Trust, and the CEO or the CEO Trust will deliver to Hims the certificates representing the Old Shares to the extent such Old Shares are certificated. Subject to the satisfaction of the conditions set forth in Article V, such deliveries shall occur on the Closing Date (the “Share Exchange Closing”). For the avoidance of doubt, the Share Exchange Closing shall occur immediately following the adoption of the A&R Company Dual Class Charter and immediately prior to the Effective Time on the Closing Date.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article I shall be delivered by electronic transfer of documents (including any stock certificates to the extent such Old Shares are certificated) and signature pages to avoid the necessity of a physical Share Exchange Closing.
Share Exchange Closing. (a) GEGP will deliver a certificate representing the Exchange Shares and registered in the name of MEDIWORX (and its shareholders), and MEDIWORX will deliver certificate(s) representing the Shares and registered in the name of GEGP. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 4:00 p.m., Eastern Standard Time, on a date and at a place to be specified by the Parties (the "Share Exchange Closing"), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI hereof.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the Parties hereto pursuant to this Article II and any additional documents requested by MEDIWORX pursuant to Section 9.2, will be delivered at the Share Exchange Closing by digital delivery to the offices of GEGP and acknowledgment by all Parties. ARTICLE III, CONSIDERATION.
Share Exchange Closing. (a) The closing of the Share Exchange (the “Share Exchange Closing”) shall take place after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions at such time) and immediately prior to the Closing at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Share Exchange Closing occurs, the “Share Exchange Closing Date”).
(b) At the Share Exchange Closing, each Stockholder shall cause the book entry transfer of such Stockholder’s Subject Shares to an account designated by Parent and (ii) Parent shall allot and issue to the Stockholders their respective number of Exchange Shares, which shall be subject to the Lock-Up Agreements.
Share Exchange Closing. (a) The Company will deliver a certificate representing the Shares and registered in the name of Parent, and Parent will deliver a certificate representing the Exchange Shares and registered in the name of the Company. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., New York City time, on a date and at a place to be specified by the parties (the "Share Exchange Closing"), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by Parent pursuant to Article VI, will be delivered at the Share Exchange Closing at the offices of Parent at 270 Park Avenue New York, NY 10017.
Share Exchange Closing. (a) The Company will deliver a certificate representing the Shares and registered in the name of Parent, and Parent will deliver a certificate representing the Exchange Shares and registered in the name of the Company. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., New York City time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by Parent pursuant to Section 8.2, will be delivered at the Share Exchange Closing at the offices of Parent at 4▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94104. ARTICLE III
Share Exchange Closing. (a) The Company will deliver the Exchange Shares in uncertificated form registered in the name of ▇▇. ▇▇▇▇▇, and ▇▇. ▇▇▇▇▇ shall no longer have the rights to the Mitta Common Shares and the Notes Interest. The time and date of such deliveries shall be on a date and at a place to be specified by the Parties (the “Share Exchange Closing”).
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by the Company pursuant to Section 6.1, will be delivered at the Share Exchange Closing.
Share Exchange Closing. (a) CLENERGEN will have its transfer agent issue the certificates representing the Exchange Shares and registered in the name of the shareholders and consultants of CLENERGEN UK and CLENERGEN UK will deliver a certificate representing the Exchange Shares and registered in the name of CLENERGEN. The Share Exchange Closing and date of such deliveries shall be 12:00 pm., East Coast Time, on a date and at a place to be specified by the parties (the "Share Exchange Closing"), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article V, but in no event later than September 15, 2009.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by either Party pursuant to Section 7.2, will be delivered at the Share Exchange Closing at the offices of CLENERGEN as listed and identified in Section 7.1 (a).
Share Exchange Closing. (a) Gysan Nevada will have its transfer agent issue the certificates representing the Exchange Shares and registered in the name of the Selling Shareholders or their nominees as set out in Schedule B and the Selling Shareholders will provide their ▇▇▇▇▇ ▇▇▇▇▇▇▇ shares, with all required documentation, for transfer into the name of Gysan Nevada. The Share Exchange Closing and date of such deliveries shall be 12:00 pm., Western Time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article V.
(b) Each Selling Shareholder will also provide a completed and signed Canadian Investor Questionnaire in the form attached as Schedule B.