The Third Closing Clause Samples

The Third Closing. The closing of the transactions contemplated by Section 3.1 (such closing, as well as the consummation of the transactions contemplated by Section 3.5, shall each constitute a "Third Closing;" each of the First Closing, the Second Closings, and the Third Closing are generically referred to herein as a "Closing") shall take place at the offices of Powell, Goldstein, Fraz▇▇ & ▇urp▇▇ ▇▇▇, 191 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 11:00 A.M., local time, on the fifth business day after the date that each of the conditions precedent to the transactions to be consummated hereunder at the Second Closing set forth in Section 3.3(a), Section 3.3(g), and Section 3.4(f) have been satisfied. The Third Closing may occur at such different place, such different time, or such different date or a combination thereof as the Purchaser and the Seller agree in writing.
View SourceView Similar (2)
The Third Closing. Consummation of the purchase and sale of the EFC Shares pursuant to Section 3.2 shall occur as of the close of business on the Third Closing Date. At the Third Closing, Edelman shall sell to SMH (the transfer and conveyance to occur automatically by operation of this Agreement and with no requirement of delivery by Edelman of any further instruments of assignment or conveyance other than a duly completed and executed stock power), and SMH shall purchase from Edelman, the EFC Shares, and SMH shall deliver the Third Closing Consideration to Edelman (a) by wire transfer of immediately available funds to a bank account designated by Edelman to SMH in writing not later than two Business Days prior to the Third Closing Date, in the case of the cash portion of the Third Closing Consideration, and (y) by delivery within five Business Days after the Third Closing Date of a certificate or certificates representing SMH Shares, in the case of the portion of the Third Closing Consideration composed of SMH Shares.
View Source
The Third Closing. The closing of the transactions contemplated by this Agreement (the “Third Closing”) shall occur upon the later of (i) July 1, 2006 and (ii) fifteen days from the date that Seller has given notice pursuant to Section 12.4 that all of the conditions set forth in Section 8.1(b) have been met. The Third Closing will take place in person with delivery of original documents or via facsimile delivery of documents and receipt of documents previously sent by overnight courier service, if any.
View Source
The Third Closing. Subject to the terms and conditions of this Agreement, including the Company’s acceptance of the applicable Group C Investor’s subscription for securities, the Company shall deliver to the Group C Investors the Notes and the Warrants, registered in such name or names as the Group C Investors may designate, upon payment in full of the specified portion of the Purchase Price set forth on Schedule III to the Company by the Group C Investors. Each Group C Investor’s pro rata portion of the Purchase Price will be set forth on Schedule III attached hereto. This third closing (the “Third Closing”) of the purchase and sale of the Notes and Warrants shall take place at such location and on such date (the “Third Closing Date”) as the Company and the Group C Investors shall mutually agree; provided, however, that the Third Closing shall in no event occur later than March 2, 2009 without the consent of ▇▇▇▇▇ and Camden. The First Closing Date, the Second Closing Date and the Third Closing Date shall be sometimes referred to herein as a “Closing Date”, and the First Closing, the Second Closing and the Third Closing shall be sometimes referred to herein as a “Closing”.
View Source
The Third Closing. Subject to the terms and conditions hereof, at the third Closing (the “Third Closing”): (a) SPIL shall deliver to ChipMOS Bermuda NT$209,370,000 or if ChipMOS Taiwan does not pay the third installment under the Equipment Purchase Agreement to SPIL, SPIL may assign at SPIL’s option, where ChipMOS Bermuda agrees to be assigned, its credit to and claim against ChipMOS Taiwan for the third installment to ChipMOS Bermuda, with the notification issued to ChipMOS Taiwan, and after SPIL assigns aforementioned credit to ChipMOS Bermuda, the payment of Third Closing is deemed to be made by SPIL to ChipMOS Bermuda; and (b) Upon SPIL’s payment in accordance with Section 2.4(a) to ChipMOS Bermuda, ChipMOS Bermuda agrees to transfer the ownership of 17,128,874 Shares (the “Third Closing Shares”) to SPIL and shall deliver to SPIL its completed application form for the share transfer recordation with ChipMOS Taiwan requesting the transfer of the Third Closing Shares.
View Source
The Third Closing. Subject to the terms and conditions of this Agreement, the Third Closing of the sale and purchase of the Class A Units under this Agreement shall take place at the offices of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, upon payment of the aggregate Third Purchase Price or such other time and place as mutually agreed between the Company and the Purchaser (the “Third Closing Date”). The Company shall revise and update the deliverables set forth in Sections 2.1(b), 2.1(c), 2.1(d) and 2.1(e) for the Second Closing and the Purchaser shall revise and update the deliverables set forth in Section 2.1(g) for the Third Closing.
View Source
The Third Closing. Subject to the terms and conditions of this Agreement and all representations, warranties and covenants being true and accurate on the date of the Third Closing Date, the Company shall deliver to the Investor the Notes and the Warrants, registered in such name or names as the Investor may designate, upon payment in full of the specified portion of the Purchase Price set forth on Schedule III to the Company by the Investor pursuant to the Escrow Agreement. This third closing (the “Third Closing”) of the purchase and sale of the Notes and Warrants shall take place at such location and on the date that is thirty (30) days following the Second Closing Date (the “Third Closing Date”).
View Source
The Third Closing. (a) The closing (the “Third Closing”) of the purchase and sale of the May Assets and assumption of the May Liabilities hereunder (collectively, the “Third Purchase and Assumption”) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 425 Lexington Avenue, New York, New York, or by facsimile transmission on a date specified by FDS (upon not less than ninety (90) days’ prior written notice to the Purchaser) occurring no more than twelve (12) months following the date of the closing of the May Merger (and following the completion of reasonable due diligence as set forth in Section 6.16) and no earlier than the first Business Day of the Fiscal Month after the Fiscal Month in which the last of the conditions set forth in Article IX (other than conditions relating solely to the delivery of documents to be dated the Third Closing Date) has been satisfied or waived in accordance with the terms of this Agreement or at such other date or location as the parties hereto jointly designate in writing (the “Third Closing Date”). (b) At the Third Closing, the Purchaser and the Sellers shall deliver or cause to be delivered to each other (i) instruments of sale, assignment, transfer and conveyance of the May Assets and the May Liabilities, respectively (which shall be the Third Instrument of Assignment and Assumption), (ii) a receipt for the May Purchase Price, and (iii) such other instruments as are necessary or appropriate to reflect any alternative arrangements described in Section 6.15, in each case, appropriately executed by the Sellers and the Purchaser. (c) At the Third Closing, the Purchaser shall pay the Estimated May Purchase Price (plus the amount of any interest thereon as set forth on and calculated in accordance with item 5 of the Estimated Third Closing Statement) by wire transfer of immediately available funds (in U.S. dollars) prior to 11:00 A.M. Eastern time on the Third Closing Date to an account or accounts specified by FDS at least three (3) Business Days prior to the Third Closing Date.
View Source

Related to The Third Closing

  • Third Closing (a) If (i) the Company publicly announces the Third Closing Milestone Event and following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days is at least $0.7325 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Third Closing Date (which is 125% of the Per Share Purchase Price)) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Third Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement and achievement of (i) above or receipt of such written notice pursuant to (ii) above) to each Purchaser a notice identifying the date of the Third Closing. If Company terminates the Niyad NEPHRO CRRT study then the right of a Purchaser to request a Third Closing shall terminate, and the Company shall be under no obligation to sell and issue any further Securities to the Purchasers. (b) On or prior to the Third Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) the Company shall have provided each Purchaser with the Company’s wire instructions; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Third Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (iii) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Third Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (iv) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; and (c) On or prior to the Third Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Third Closing Subscription Amount by wire transfer to the account specified in writing by the Company.

  • First Closing The First Closing shall have occurred.

  • Subsequent Closing Upon receipt of Shareholder Approval, the completion of the purchase and sale of the Subsequent Shares and Subsequent Warrants (the “Subsequent Closing,” together with the Original Closing, the “Closings”) shall occur on a date mutually agreed by the Investor, the Company and the Placement Agent (the “Subsequent Closing Date”), which date shall not be later than the earlier of two Business Days following receipt of the Shareholder Approval and 60 days following the Initial Closing Date (the “Subsequent Outside Date”). At the Subsequent Closing, the Company shall deliver to the Investor one or more certificates representing the number of Subsequent Shares and Subsequent Warrants, respectively, set forth in paragraph 2(b) of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Certificate Questionnaire, substantially in the form attached hereto as Exhibit B, in the name of a nominee designated by the Investor. In exchange for the delivery of the certificates representing such Subsequent Shares and Subsequent Warrants, the Investor shall deliver the Subsequent Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. 5.1 The Company’s obligation to issue and sell the Subsequent Shares and Subsequent Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of an executed copy of this Agreement; (b) the accuracy in all material respects when made and on the Subsequent Closing Date of the representations and warranties made by the Investor in this Agreement and the fulfillment of the obligations of the Investor to be fulfilled by it under this Agreement on or prior to the Subsequent Closing in all material respects; (c) the execution and delivery by the Investor of the Registration Rights Agreement; (d) prior receipt by the Company of the Subsequent Purchase Price; (e) the execution and delivery by the Investor of a cross receipt, substantially in the form attached hereto as Exhibit I (the “Subsequent Cross Receipt”), evidencing receipt of the Subsequent Shares and Subsequent Warrants; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into the Agreements or to consummate the transactions contemplated hereby and thereby; and (g) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.2 The Investor’s obligation to purchase the Subsequent Shares and Subsequent Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the delivery to the Investor of a legal opinion, dated the Subsequent Closing Date, from counsel to the Company, substantially in the form attached hereto as Exhibit G; (b) the accuracy in all material respects of the representations and warranties made by the Company in this Agreement on the date hereof and, if different, on the Subsequent Closing Date; (c) the execution and delivery by the Company of the Registration Rights Agreement, (d) the fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Subsequent Closing Date; (e) the execution and delivery by the Company of the Subsequent Cross Receipt evidencing receipt of the Subsequent Purchase Price; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; (g) the completion of the Second Humble Transaction, to occur simultaneously with the Subsequent Closing; (h) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in this paragraph have been fulfilled; and (i) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.3 In the event that the Subsequent Closing does not occur on or before the Subsequent Outside Date as a result of the Company’s failure to satisfy any of the conditions set forth above (and such condition has not been waived by the Investor), the Company shall return any and all funds paid hereunder to the Investor no later than one (1) Business Day following the Subsequent Outside Date and the Investor shall have no further obligations hereunder.

  • Second Closing The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.