Closing and Delivery. The purchase price for the Purchased Units is payable by check or wire transfer payable to the Company or its designee in an amount equal to the applicable purchase price per unit multiplied by the number of Units being purchased by such Subscriber.
Closing and Delivery a) Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Shares (the “Closing”) shall be held simultaneous with the execution of this Agreement, or at such other time mutually agreed upon between the constituent Parties (the “Closing Date”). The Closing shall take place at the offices of counsel for the Company set forth in Section 6 hereof, or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent mutually acceptable to the Parties hereto.
Closing and Delivery. At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. Whitakex, x xxxxxxxtion of cash, forgiveness of amounts due to Dr. Whitakex xxxxx xxx Purchase Note and/or return of the shares of Omega Common Stock received by Dr. Whitaker xxxxx Xxxxxon 1.1(a)(iii) of the Affiliation Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Whitakex xxxxx xxxcute such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.
Closing and Delivery. The closing of the Exchange (the “Closing”) shall occur simultaneously with the execution and entry into this Agreement and may take place by conference call and electronic transfer of signature pages and deliverables, in each case as and to the extent required by this Agreement. For all purposes of this Agreement, the Closing shall be deemed to be effective as of 3:59 p.m. ET on the date hereof.
Closing and Delivery. The closing of the delivery of, and transfer of title to, the Vessel by the Seller to the Buyer shall take place on the Delivery Date after payment is received by Seller and is confirmed to be received in accordance with Clause 3, at a place designated by OSG Ship Management, Inc. The Seller's obligation to sell the Vessel and the Buyer's obligation to purchase the Vessel shall be conditioned upon delivery of (i) a time charter agreement and related charter framework agreement as described in the prospectus related to the initial public offering of shares by DHT by each of the parties thereto and (ii) a final underwriting agreement related to the initial public offering of shares of DHT by each of Overseas Shipholding Group, Inc., DHT and the underwriters party thereto. The Seller shall keep the Buyer informed about the Vessel’s schedule. At such closing:
A. Seller shall deliver to Buyer the following documents:
1. Original notarized xxxx of sale in triplicate, in proper form for recording with the Xxxxxxxx Islands authorities, transferring title to the vessel and everything belonging to her (unless excluded herein) to the Buyer free from all debts, claims, encumbrances, mortgages, and maritime liens and warranting such title.
2. Certificate of ownership and encumbrance issued by the Xxxxxxxx Islands authorities dated on the Delivery Date evidencing ownership of the vessel by the Seller free and clear from all liens and encumbrances of record.
3. Permission from the Xxxxxxxx Islands authorities to transfer the Vessel to the Buyer for re-registration under Xxxxxxxx Islands flag.
4. Copies of Seller’s Articles of Incorporation and By-laws and an incumbency certificate of the Seller.
Closing and Delivery. 1 3.1 Closing................................................... 1 3.2 Delivery of the Common Stock and Receipt of Cancellation of Indebtedness at the Closing............................ 2 SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.. 2 4.1
Closing and Delivery a) Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Shares (the “Closing”) shall be held simultaneous with the execution of this Agreement, or at such other time mutually agreed upon between the constituent Parties (the “Closing Date”). The Closing shall take place at the offices of counsel for the Company set forth in Section 6 hereof, or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent mutually acceptable to the Parties hereto.
b) At the Closing:
(i) The Company shall deliver to the Purchaser evidence of ownership of the Shares, free from restrictions on transfer except as set forth in this Agreement.
(ii) The Purchaser shall deliver to the Company the Purchase Price.
Closing and Delivery a. The closing of the purchase and sale of Shares hereunder (the "Closing") shall take place on February 15, 2002, or on such other date as may be mutually agreeable to the parties hereto.
b. At the Closing, each of the Executives shall deliver to the Company the certificates evidencing the shares of Reserved Stock held by such Executives.
c. At the Closing, the Company shall deliver to each of the Executives:
i. the aggregate par value of the Shares being purchased from such Executive, by check or wire transfer, as set forth on EXHIBIT A hereto;
ii. a copy of SCHEDULE I of such Executive's Executive Note, evidencing the reduction in the principal amount outstanding under the Executive Note by the aggregate repurchase price for the Shares (less the aggregate par value of the Shares), as set forth on EXHIBIT A hereto; and
iii. certificates evidencing the remaining shares of Reserved Stock held by the Executive upon consummation of the transactions contemplated herein, bearing only such legends as were previously printed on certificates evidencing shares of Reserved Stock.
Closing and Delivery. 1 3.1 Closing.......................................................................1 3.2 Delivery of the Units at the Closing..........................................2 3.3 Subsequent Sales of Shares....................................................2 SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY..........................2 4.1 Organization and Qualification................................................2 4.2 Due Execution, Delivery and Performance of the Agreements.....................2
Closing and Delivery. At the Closing (as defined below), the Company shall issue and sell to Subscriber such number of Units as is set forth immediately below Subscriber’s name on the signature page hereto. Subscriber shall pay an amount equal to $10,000 times the number of Units to be purchased (the “Purchase Price”) for the Purchased Units payable by check or wire transfer to the Company or its designee to be held in escrow by the Company until Closing for release to the Company thereafter. Promptly after the Closing, the Company shall deliver to the Subscriber a duly executed certificate representing the Units, which the Subscriber is purchasing hereunder. The Closing of the subscription of Units hereunder (the “Closing”) shall occur immediately upon (i) the receipt and acceptance by the Company of a properly executed signature page of this Agreement by the Subscriber, and (ii) receipt of all funds for the subscription or Units hereunder by such Subscriber.
