At the Option Closing. (i) Buyer shall deliver to each Stockholder (A) one or more stock certificates evidencing the Shares being sold to such Stockholder (in an amount equivalent to such Stockholder’s Share Interest) (free and clear of all Encumbrances), duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer and with any required stock transfer stamps attached, and (B) a receipt for such Stockholder’s Pro Rata Fraction of the Aggregate Cash Amount; and (ii) each Stockholder shall deliver to Buyer (A) such Stockholder’s Pro Rata Fraction of the Aggregate Cash Amount, including all interest and other amounts accrued thereon, via wire transfer in immediately available funds to the account(s) specified by Buyer, and (B) evidence reasonably satisfactory to Buyer of the cancellation and forgiveness in full of such Stockholder’s Promissory Note (including any interest and other amounts accrued thereon).
At the Option Closing. (i) as a condition to the obligation of WMUS to pay the Exercise Price for the ServiceMaster Shares for which the Option is being exercised, SMLP shall deliver to WMUS a letter or certificate which restates, as at the date of the Option Closing, the representations set forth in paragraph (b) above;
(ii) as a condition to the obligation of SMLP to deliver the certificate(s) for the ServiceMaster Shares to be purchased by WMUS, WMUS shall deliver to SMLP a letter or certificate which makes the investment representation set forth in paragraph (c) above; and
(iii) upon satisfaction of the condition in clause (ii), SMLP shall deliver one or more certificates for the ServiceMaster Shares to be issued to WMUS and upon satisfaction of the condition in clause (i), WMUS shall pay to SMLP the Exercise Price therefor by wire transfer of immediately available funds.
At the Option Closing. (i) Medicis shall execute and deliver to BioMarin Acquisition a certificate or certificates evidencing the Option Shares, properly endorsed for transfer or with stock powers authorizing the transfer of the Option Shares duly and validly executed in blank attached or otherwise in proper form for transfer to BioMarin Acquisition, together with such other documents as BioMarin Acquisition may reasonably request to evidence the transfer to BioMarin Acquisition of good and valid title to the Option Shares, free and clear of all Encumbrances;
(ii) BioMarin Acquisition shall pay to Medicis the Cash Option Payment by wire transfer of immediately available funds, to an account designated by Medicis not less than five (5) Business Days prior to the Option Closing Date; provided, however, that in the event that the Option Closing Date is accelerated pursuant to Section 1.2(c), (d) or (e), the payment of the Cash Option Payment shall not occur until the Target Closing Date;
(iii) BioMarin shall deliver to Medicis a certificate or certificates evidencing the BioMarin Payment Shares, each of which shall be registered in the name of Medicis; provided, however, that in the event that the Option Closing Date is accelerated pursuant to Section 1.2(c), (d) or (e), the delivery of the BioMarin Payment Shares shall not occur until the Target Closing Date;
(iv) Medicis shall deliver to BioMarin Acquisition all legal analyses and opinions prepared for and in the name of Ascent related to the Technology that are in the control and possession of Ascent;
(v) In the event that the Option Closing Date is accelerated pursuant to Section 1.2(b), (c), (d) or (e), BioMarin Acquisition shall pay to Medicis, by wire transfer of immediately available funds, to an account designated by Medicis not less than five (5) Business Days prior to the Option Closing Date, an amount equal to the Additional Consideration; and
(vi) In the event that the Option Closing Date is accelerated pursuant to Section 1.2(b), (c), (d) or (e) prior to the termination of that certain Escrow Agreement dated May 18, 2004 among BioMarin, BioMarin Acquisition, Ascent and U.S. Bank, National Association, the parties shall, upon payment by BioMarin or BioMarin Acquisition to Medicis of the amounts due to Medicis under Section 1.4(b)(v), immediately deliver joint instructions to U.S. Bank, National Association to terminate such Escrow Agreement and release all remaining Escrow Assets (as defined in such Escrow Agreement) t...
At the Option Closing. (a) the Corporation will deliver to the Purchaser a stock certificate registered in the name of the Purchaser representing the number of Option Shares for which the Option was exercised; and (b) the Purchaser will transfer to the Corporation immediately available funds in the amount of the purchase price, as determined under Section 2.4.
At the Option Closing. Anchor intends to assign its right under the Option Agreement to acquire the Property to Highwoods/Florida Holdings, L.P., a Delaware limited partnership or its designee ("Holdings"). Upon such assignment and payment by Holdings to Citicorp of the purchase price for the Property (the "Purchase Price") by wire transfer of same day funds, (a) Citicorp Leasing, Inc. ("Citicorp") will deliver to Holdings documentation to terminate Citicorp's liens on the Property and security interests in personal property and fixtures located on the Property, (b) Fountain I will convey the Property to Holdings and (c) the parties will execute and deliver an Agreement of Assignment, Assumption and Lease Termination substantially in the form of Exhibit A attached to this letter. On or before January 19, 1998, Citicorp will provide Anchor with a payoff letter as of January 20, 1998, which will include (a) an invoice, in reasonable detail, for estimated attorneys' fees and disbursements incurred by Citicorp in connection with the transactions contemplated by this letter and (b) wire transfer instructions. Holdings is obtaining a survey of the Property. Accordingly, it will not be necessary for Fountain I to deliver a survey of the Property at the Option Closing.
At the Option Closing. (i) the Company shall deliver to the Subscriber a certificate or certificates representing the Option Shares that the Subscriber is purchasing; and (ii) the Subscriber shall make the Option Payment by cashier's check or by wire transfer of immediately available funds in United States dollars, to an account designated at least two business days prior to the Option Closing in writing by the Company.
At the Option Closing. The TIETEK Owners shall (either directly or pursuant to the terms of the Escrow Agreement, if any, as defined below) sell, transfer, convey, assign and deliver to NATK all outstanding shares of capital stock of the Borrower (including all of the TIETEK Shares), free and clear of all liens, claims, charges, pledges or interests of any other kind or nature;
At the Option Closing. (i) In the event of the exercise of the Withdrawal Option, the Company shall deliver to the Class B Member documents necessary to reflect the Class B Member's ownership of one hundred percent (100%) of the membership interest in PMC Satellite.
(ii) In the event of the exercise of the Redemption Option, the Company shall deliver to the Class B Member either
(A) documents necessary to reflect the Class B Member's ownership of one hundred percent (100%) of the membership interest in PMC Satellite or (B) the applicable consideration (by cashier's check or wire transfer) if the Managing Member(s) determine to retire the Class B Member's Membership Interest for an amount equal to its Capital Account.
(iii) Class B Member shall deliver to the Company such evidence representing its withdrawal from the Company or retirement of its Membership Interest as the Company shall reasonably request.
At the Option Closing except with respect to matters permitted by Buyer during the pendency of the BBI License, Trustee shall be deemed to restate, as of the date of the Option Closing and with respect to the Optioned Shares, the Licensed IP Assets and the Option Closing, the representations and warranties contained in Sections 1.1.2 and 2.1 through 2.11.
At the Option Closing. Optionor, at its sole cost and expense, shall execute and deliver (or cause to be executed and delivered) to Optionee the following:
