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Closing Conditions
Closing Conditions contract clause examples
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Closing.Closing” shall mean the closing of the transaction contemplated by this Agreement.

Closing. Subject to the terms of this Agreement, the closing of the sale and purchase of the Purchased Shares under this Agreement (the “Closing”; such date, the “Closing Date”) shall take place immediately following the execution of this Agreement on the date hereof and immediately prior to, and in connection with, the Closing. The Closing shall occur at the offices of the Corporation, [[Address A:Address]], or at such other place as determined by the parties.

Closing. The closing (the “Closing”) of the purchase of the Common Shares, the Series A Warrants and the Series B Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the “Closing Date”) shall be 11:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer), but in no event later than the third # Trading Day (as defined in the Warrants) after the date hereof. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

Closing. Subject to the terms and conditions of this Agreement, the closing of the Transaction (the “Closing”) shall take place by a so-called “virtual closing” pursuant to which all Closing deliveries may be effected by telephone, facsimile, e-mail, PDF, wire transfer and/or similar means on the third (3rd) Business Day following the satisfaction or waiver of all conditions contained in [Article VIII] (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions), or on such other date, place and time as the Representative and Purchaser may agree in writing, but in any event not later than the Outside Date, unless the Parties agree in writing to another date. The date on which the Closing occurs is referred to herein as the “Closing Date”.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $[​ of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [Sections 2.2 and 2.3], the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

Closing. The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Eastern Time, on a date to be specified by the Companies and (the “Closing Date”), which shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article VII (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), at the offices of [[Organization A:Organization]], [[Person A:Person]], [[Address A:Address]], [[Address A:Address]], unless another date, place or time is agreed to in writing by the Companies and . For purposes of this Agreement, a “Business Day” shall be any day other than # a Saturday or Sunday, # a legal holiday recognized as such by the U.S. Government, or # a day on which banking institutions located in the State of Connecticut are permitted or required by Law, executive order or governmental decree to remain closed.

The Closing shall take place at the offices of the Purchaser's legal counsel on the Closing Date or upon such earlier or later time and date and such place as may be agreed upon among the Parties.

Conditions. This Amendment will be effective when all of the following conditions shall have been satisfied, as determined by the Holder in its sole discretion and the Holder shall have accepted this Amendment (notice of which acceptance is hereby waived by the Company).

Conditions. As a condition precedent to the effectiveness of any Incremental Commitments, shall deliver to the Administrative Agent and the Lenders # such information as may be requested pursuant to [Section 4.01(a)(x), (ii)])] legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and # a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # certifying that, before and after giving effect to such increase, # the representations and warranties contained in [Article V] and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except # if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, # to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and # that for purposes of this [Section 2.14], the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to [clauses (a) and (b)], respectively, of [Section 6.01], # immediately after giving effect to such Incremental Commitments (assuming that such Incremental Commitments have been fully utilized), is in compliance on a pro forma basis with the financial covenant set forth in [Section 7.05], and # no Default exists or will result from the borrowings to be made on the Increase Effective Date; provided that if such Incremental Commitments are being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements in this [clause (iii)] were satisfied in accordance with Section 1.10. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to [Section 3.05]) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions. This grant of RSUs is conditioned on your # electronically accepting this grant on the website of the Plan recordkeeper (or in such other manner as the Corporation may establish or permit from time to time) and # opening and maintaining a brokerage account that is permitted for use with respect to awards granted under the Plan, in each case by the deadline established by the Corporation and/or set forth on the website of the Plan recordkeeper. By accepting this grant of RSUs, you will have confirmed your acceptance of all of the terms and conditions of this Agreement. If you do not accept this grant of RSUs by the applicable deadline, your grant will be cancelled.

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