Transactions Closing Clause Samples

The "Transactions; Closing" clause defines the procedures and requirements for finalizing a transaction between parties, typically in the context of a sale, merger, or acquisition. It outlines the steps that must be completed before the transaction is officially closed, such as the delivery of documents, payment of funds, and satisfaction of any conditions precedent. This clause ensures that both parties understand the sequence of events and obligations necessary to complete the deal, thereby reducing the risk of misunderstandings or disputes at the critical closing stage.
Transactions Closing. 8.1. We may accept closure of open Transactions outside our Quoting Hours dependent upon the 8.2. Opening of an opposing Transaction will not automatically close, wholly or in part, an existing Transaction. You must specifically close an open Transaction yourself. 8.3. In certain circumstances and in accordance with the Agreement, we will be entitled or may be required to close any of your open Transactions prior to the Expiry Date notwithstanding that your account is not in deficit. Normally, all Transactions still open on their Expiry Date will be automatically settled at the relevant price as outlined in the Market Information, Unless market conditions dictate otherwise.If the Expiry Date of a Transaction is not a recognised business day of the relevant Underlying Market, then the business day immediately preceding that stated will be considered as the Expiry Date unless an alternative is specifically stated in the Market Information or we notify you otherwise. 8.4. Open Transactions will automatically close on their Expiry Date (as are detailed in the Market Information) and any subsequent closing of any such Transaction by you (whether or not accepted in error by us) will be void. 8.5. On the Expiry Date of a Transaction with a specific expiry date, the settlement price will be based on the closing Bid or Offer price of the Underlying Market plus or minus our spread on that Transaction, depending on your Transaction. 8.6. If the Expiry Date is during a period of low liquidity in the Underlying Market, we may settle the Transaction at the price achieved by removing our hedge on the relevant Transaction during the course of the final business day of the relevant Expiry Date plus or minus our relevant spread or at the closing Bid/Offer price in the relevant Underlying Market plus or minus our relevant spread. 8.7. It may be that under certain Underlying Market conditions we are not able to close a single Transaction with sizeable market consideration in full at one price, then we may close such Transaction at a price reflecting the price at which we are able to transact any relevant underlying hedge.
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Transactions Closing. Pre-Closing Actions 25 Section 2.2. The Mergers 28 Section 2.3. Effect of the Mergers on Issued Securities of SPAC, Merger Sub 1 and Merger Sub 2 29 Section 2.4. Closing Deliverables 31 Section 2.5. Cancellation of SPAC Equity Securities and Disbursement of Merger Consideration 32 Section 2.6. Further Assurances 33 Section 2.7. Dissenter’s Rights 33 Section 2.8. Withholding 34 Section 3.1. Organization, Good Standing and Qualification 34 Section 3.2. Subsidiaries 35 Section 3.3. Capitalization of the Company 35 Section 3.4. Capitalization of Subsidiaries 36 Section 3.5. Authorization 37 Section 3.6. Consents; No Conflicts 38 Section 3.7. Compliance with Laws; Consents; Permits 38 Section 3.8. Tax Matters 41 Section 3.9. Financial Statements 42 Section 3.10. Absence of Changes 43 Section 3.11. Actions 43 Section 3.12. Undisclosed Liabilities 43 Section 3.13. Material Contracts and Commitments 43 Section 3.14. Title; Properties 44 Section 3.15. Intellectual Property Rights and Data 46 Section 3.16. Privacy and Cybersecurity 49 Section 3.17. Labor and Employee Matters 51 Section 3.18. Brokers 52 Section 3.19. Environmental Matters 52 Section 3.20. Insurance 52 Section 3.21. Company Related Parties 53 Section 3.22. Proxy/Registration Statement 53 Section 3.23. No Additional Representations or Warranties ARTICLE IV 53
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Transactions Closing. The Transactions shall have closed.
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Transactions Closing. Section 2.1. Pre-Closing Actions
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Transactions Closing. 14 Section 2.1 Transactions ........................................................................................................ 14 Section 2.2 Closing; Payment of Purchase Price ................................................................... 14 Section 2.3
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Transactions Closing 
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Related to Transactions Closing

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • Merger Closing At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) Boxing shall deliver, or cause to be delivered, to the Acquiror and Newco, the following documents and shall take the following actions: (i) A certificate of the President and Secretary of Boxing certifying to the continuing validity in all respects of the certificates delivered pursuant to Section 2.2(a)(i), (ii), (iii), (iv) and (v) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the Merger; (ii) Boxing shall cause to be filed with the Secretary of State of the State of Delaware the Certificate of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; and (iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the transactions contemplated under this Agreement. (b) Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the Stockholders, the following documents and shall take the following actions: (i) A certificate or certificates representing each Stockholder's allocable portion of the Series C Stock comprising the Merger Consideration; (ii) A certificate executed by an authorized officer of Acquiror certifying to the continuing validity in all respects of the certificates delivered pursuant to Section 2.2(b)(iii), (iv), (v), (vi), (vii), (viii) as if such certificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the Merger; (iii) A certificate shall be executed by an authorized officer of Acquiror attesting to the fact that: (A) the Acquiror Financing has been consummated, Acquiror has received at least 87% of the gross of such financing; and (B) Net Cash On Hand (as defined herein) shall be at least $1,885,000 less any amounts advanced to Boxing or CKP with respect to the Bridge Loan; (iv) Each of the officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or otherwise, to such persons except as set forth on Schedule 4.2(o); (v) Acquiror shall pay the Severance Payments (as defined herein); and (vi) Such other documents and agreements as reasonably requested by Boxing or the Stockholders to effectively consummate the transactions contemplated under this Agreement.

  • First Closing The First Closing shall have occurred.