The Second Closing Clause Samples
The Second Closing clause defines the terms and conditions under which a subsequent closing of a transaction will occur after the initial closing. Typically, this clause outlines the timing, required deliverables, and any additional actions or conditions that must be satisfied before the second closing can take place, such as the issuance of additional shares or the fulfillment of specific milestones. Its core practical function is to provide a clear framework for completing multi-stage transactions, ensuring that both parties understand their obligations and the sequence of events, thereby reducing uncertainty and facilitating smoother deal execution.
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The Second Closing. Subject to the terms and conditions set forth in Section 4.2 and elsewhere in this Agreement, the purchase and sale of the Tranche B Shares (the "Second Closing") shall take place on the earlier to occur of (i) the date that the Common Stock of the Company is listed for trading on the NASDAQ SmallCap or National Market or (ii) the date which is 60 days from the First Closing Date (the "Second Closing Date"); provided, that in no case shall the Second Closing take place if the conditions listed in Section 4.2 have not been satisfied or waived by the appropriate party. At the Second Closing:
(i) Each Purchaser shall deliver, as directed by the Company, its portion of the purchase price as set forth next to its name on Schedule I in United States dollars in immediately available funds to an account or accounts designated in writing by the Company;
(ii) The Company shall deliver to each Purchaser a certificate(s) representing the number of Tranche B Shares purchased by such Purchaser as set forth on Schedule I hereto; and
(iii) The parties shall execute and deliver each of the documents referred to in Section 4.2.
The Second Closing. (a) The closing of the purchase and sale of the Second Closing Shares (the "SECOND CLOSING"), shall take place at the offices of the Investors' counsel, at 10:00 am., local time on:
(i) the latest of:
(A) ten days after written notice from CDRD electing to sell the Second Closing Shares to Investors ("SECOND CLOSING NOTICE"), which Second Closing Notice shall be delivered to the Investors not earlier than the First Closing Date and not later than fifteen days after the First Closing Date; and
(B) the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to the Second Closing shall be fulfilled or waived in accordance herewith, provided such date is not later than 35 days after the First Closing Date; or The date on which the Second Closing occurs is referred to herein as the "SECOND CLOSING DATE."
(b) On the Second Closing Date, if any, CDRD shall deliver to each Investor certificates (with the number of and denomination of such certificates designated by such Investor) representing the Second Closing Shares and, if Warrants are then issuable pursuant to Section 3.2, such Warrants, purchased by such Investor under this Agreement registered in the name of such Investor (or its nominee) or deposit such Second Closing Shares and Warrants, if any, into accounts designated by such Investor, and such Investor shall deliver to CDRD the Purchase Price for the number of Second Closing Shares and Warrants, if any, purchased by such Investor under this Agreement by wire transfer in immediately available funds to such account as CDRD designates in writing to the Investors not later than two business days prior to the Second Closing Date.
The Second Closing. The purchase and sale of Note 2 will take place at the offices of Fenwick & West LLP, 275 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ 10:00 a.m. Pacific time, on or before January 15, 2001, such date to be determined in the sole discretion of Holder, or at such other time and place as Borrower and Holder mutually agree upon (which time and place are referred to as the "SECOND CLOSING") (each First Closing and Second Closing, a "CLOSING" and, collectively, the "CLOSINGS"
The Second Closing. The Second Closing shall take place at 10:00 a.m., Washington, D.C. time, on a date to be set by Buyer on no less than five (5) days' written notice to Seller, which date shall not be sooner than the first business day after the date on which the FCC Consent is granted and shall not be later than the tenth business day after the date on which the FCC Consent has become a Final Order, subject to the satisfaction of all other conditions precedent to the holding of the Second Closing. The Second Closing shall take place at the offices of Dow, Lohn▇▇ & ▇lbe▇▇▇▇▇, ▇▇00 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇ such other place as the parties shall mutually agree. If Buyer fails to specify the date for Second Closing prior to the fifth business day after the date upon which the FCC Consent has become a Final Order, the Second Closing shall take place on the tenth business day after the date upon which the FCC Consent has become a Final Order.
The Second Closing. The sale and purchase of the 2018 Series A Notes and the 2018 Series B Notes (together, the “2018 Notes”) to be purchased by each Purchaser thereof shall occur at a closing (the “Second Closing”) on April 2, 2018 at the offices of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., Chicago time. The First Closing and the Second Closing are each referred to herein as a “Closing” and, together, as the “Closings.” At the Second Closing, the Company will deliver to each Purchaser the 2018 Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of 2018 Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Second Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to an account specified by the Company pursuant to Section 4.10 hereof. If at the Second Closing, the Company shall fail to tender such 2018 Notes to any Purchaser as provided above in this Section 3.2, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Company to tender such 2018 Notes or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s reasonable satisfaction.
The Second Closing. (a)(i)(A) of the Preferred Stock Investment Agreement is hereby amended deleting such clause in its entirety and substituting the following therefor:
The Second Closing. The Second Closing shall take place at the executive offices of Industries in Nashville, Tennessee or at such other place, and at such time, as Industries and Entertainment may agree following satisfaction or waiver of the conditions set forth in Article 5B. The date and time of closing are referred to herein as the "Second Closing Date". At the Second Closing:
(i) The Exchange Securities to be exchanged pursuant to Section 2.3(ii) and the other related documents tendered pursuant to Section 2.7 shall be released from escrow to Industries;
(ii) Industries shall deliver to each Holder identified on Annex I hereto as being a member of the Entertainment Group, certificates representing the number of shares of Entertainment Common Stock, rounded up to the nearest whole share, which such Holder is entitled to receive as set forth opposite the name of such Holder on Annex I hereto; and
(iii) Industries shall deliver to Entertainment for cancellation all of the shares of Entertainment Common Stock that have not been delivered to the Holders pursuant to Section 2.3(ii).
The Second Closing. The second closing (the "Second Closing" and together with the First Closing, the "Closings"), if any, of the sale and purchase of GDI Series B Preferred and Second Closing GDI Warrants under Amended and Restated Purchase Agreement shall take place at the offices of Mayer, Brown, ▇▇▇▇ & Maw LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as is mutually agreeable to GDI, Aduromed and the Purchasers. At the Second Closing, GDI shall deliver to the Purchasers (a) certificates representing shares of GDI Series B Preferred in an amount calculated in accordance with Section 1.2(c) and (b) Second Closing GDI Warrants to purchase Second Closing GDI Warrant Shares in an amount calculated in accordance with Section 1.2(c), in each case, registered in the name of such Purchasers, against payment to GDI of the Second Closing Purchase Price therefor, by wire transfer, Federal Reserve Bank Check, or other method acceptable to GDI. Subject to the satisfaction or waiver of each of the conditions set forth in Section 6.2, the Second Closing shall occur immediately following the closing of the Merger in accordance with the Merger Agreement or on such other date as is mutually agreeable to GDI, Aduromed and the Purchasers (the "Second Closing Date" and together with the First Closing Date, the "Closing Dates").
The Second Closing. The consummation of the Second Closing shall be subject to the satisfaction, at or prior to the Second Closing, of each of the following conditions, any or all of which may be waived in writing by Parent:
The Second Closing. The Second Closing shall take place on the ------------------ later of (x) January 31, 1998, or (y) the date which is fifteen (15) days after the date on which the Registration Statement (as defined in Section 2(d) below) is declared effective by the SEC, in accordance with Sections 1(b) and 1(c) below. At the Second Closing, the Company shall issue (as applicable) and sell to the Buyer and the Buyer shall purchase the A-2 Debenture, the Stock and the Sigma Stock (collectively, the "Second Closing Securities"). The purchase price (the "Second Closing Purchase Price") for the Second Closing Securities shall be U.S. $250,000.00.