Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, an aggregate stated value of of Preferred Stock, as equity consideration pursuant to [Section 6.2] of the License Agreement and, in light of the differences between the Original Terms and the Series C Terms, in full satisfaction of all of the obligations of the Company and the Purchaser pursuant to [Section 6.2] thereunder. Upon satisfaction of the covenants and conditions set forth in [[Sections 2.2 and 2.3]3]], the Closing shall occur at the offices of the Company Counsel or such other location as the parties shall mutually agree. The shares of Preferred Stock will be issued in a private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in [Section 4(a)(2)] thereof and Rule 506 promulgated thereunder. Unless otherwise directed, on the Closing Date, the Company shall issue the Preferred Stock registered in the Purchaser‘s name and address in book entry form.
Closing. Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement (the “Sale Closing”) shall take place on the date hereof (the “Sale Closing Date”). The Closing shall take place at the offices of Katten Muchin Rosenman LLP, 525 West Monroe St., Chicago, Illinois 60661, or at such other place as the Parties may agree in writing. At the Sale Closing, # each Seller shall deliver and convey to the Company all of the Transferred Shares in the amounts set forth on [Exhibit A] hereto, including all of each Seller’s right, title and interest therein and thereto), together with such other documents or instruments of conveyance or transfer as may be necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Transferred Shares, free and clear of all Encumbrances, and # the Company shall pay the Payment Amount (as defined in [Section 3]) in the amounts set forth on [Exhibit A] hereto to each Seller.
Closing. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) will take place at the offices of Morrison & Foerster LLP, 250 W. 55th St., New York, NY 10019 at prevailing Eastern Time or remotely upon the electronic exchange of signatures as soon as practicable after the date on which the conditions set forth in [Article VII] have been satisfied or waived but no later than three (3) days thereafter; or on such other date or place as Purchaser and Sellers may determine (the “Closing Date”).
Closing. The closing of the Exchange (the “Closing”) shall take place by facsimile, electronic imagine or similar service, at Central Time on , or on such other date or at such other time or place as the Parties agree in writing.
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of of Shares and Warrants; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Series B Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. 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” (“DVP”) settlement with the Company or its designees. 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]3]], the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via 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). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or prior to (New York City time) on the Trading Day prior to the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Warrants) for purposes hereunder, provided that payment of the aggregate Exercise Price (as defined in the Warrants) (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.
Closing. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) shall take place at the offices of Morris, Nichols, Arsht & Tunnell LLP, or at such other place as the parties mutually agree upon, on such day and at such time as may be mutually agreed upon by the parties (the “Closing Date”), it being understood that Closing shall occur within thirty (30) days of the parties receiving approval from the Delaware Public Service Commission (“DPSC”) to consummate the transaction contemplated hereby.
Closing. The closing (the “Closing”) of the purchase of the Common Shares by the Buyers shall occur at the offices of . The date and time of the Closing (the “Closing Date”) shall be , New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in [Sections 6 and 7]7] below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.
Closing. The USMS and the Purchaser will reasonably cooperate in mutually agreeing upon a date (the “Closing Date”) to consummate the transaction contemplated by this Agreement (the “Closing”) that satisfies the regulatory and convenience needs of both Parties, but in any event said date shall be no later than four business days following the execution of this Agreement by both parties and the satisfaction (or waiver) of the conditions set forth in [Section 5] of this Agreement. The Purchaser will initiate the Closing by delivering an amount in cash equal to the Purchase Price to the USMS on the Closing Date via wire transfer, pursuant to wire transfer instructions provided by the USMS. The USMS shall direct its custodian broker to electronically deliver the Shares to the brokerage account specified by the Purchaser upon receipt by the USMS of the wire transfer of an amount in cash equal to the Purchase Price. The foregoing Closing Date notwithstanding, for tax and accounting purposes, the transaction shall be considered closed upon the delivery of the Shares to the Purchaser’s account.
Closing. On or before , Buyer and Seller shall exchange fully executed copies of this Agreement per the previously sign escrow agreement.
Closing. Upon all of the conditions set forth herein, a closing shall occur by the electronic exchange of documents, or such other location or manner as the parties shall mutually agree. At the Closing, contingent upon Seller’s receipt of the Purchase Price, the Company is authorized to transfer on its books and record the Securities to Purchaser.
Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) to be held two (2) business days after the Effective Date (the “Closing Date”), or such later date as agreed to by the parties in writing.
Closing. The Closing of the purchase and sale of the Company Shares shall occur upon the satisfaction or waiver of all conditions set forth below, but no later than PST on the , or such other date as may be determined by the parties (the “Closing Date”).
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).
Closing. The completion of the purchase and sale of Property (“Closing"), shall take place on , or to a date mutually agreed upon by Seller and Purchaser (“Closing Date”). The Closing shall be closed through an escrow with the Title Company in accordance with the provisions of the usual form of New York-style Deed and Money Escrow Agreement with provisions inserted in the escrow agreement as may be required to conform with this Contract. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, the payment of the balance of the Purchase Price and delivery of deed and other documents required to be delivered by this Contract, shall be made through the escrow. The cost of the escrow shall be divided equally between the Parties. The Purchaser and Seller shall execute any documents required by the Title Company.
Closing. The Closing will take place when the last of the conditions set forth in [Article III] are satisfied or waived and at a date, time and place (the “Closing Date”) to be mutually agreed upon by the Parties hereto. At the Closing:
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, , or at such other place as determined by the parties.
Closing. The closing of the Exchange shall occur on (the Closing). The Closing will take place at Eastern Standard Time at the offices of , 523 School House Rd, Kennett Square, PA 19348 USA or at such other date, time and place or manner as may be agreed upon by the parties.
Closing. The closing of the Merger (the “Closing”) shall take place at , 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 , , , , 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.
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]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).
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