Common use of Closing and Payment Clause in Contracts

Closing and Payment. (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and the Selling Shareholder to Salomon Brothers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. 5.2.1 Except as otherwise provided herein, the closing of any purchase by the Corporation and/or a Stockholder pursuant to this Agreement shall take place on the "Closing Date" at the offices of Xxxxxx Xxxxxx Xxxxxx & Xxxx, P.C., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000. The Closing Date shall be the first business day following the thirtieth calendar day after the last Acceptance Notice is given. 5.2.2 At such closing, and except as otherwise provided herein: (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice selling Stockholder (or his or its Legal Substitute) shall deliver to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and the Selling Shareholder to Salomon Brothers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the purchasing party certificates representing the Shares to be made available for checking purchased, duly endorsed, free and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices clear of DTC all liens, claims or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall beencumbrances, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time evidence of payment of all transfer taxes and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Sharesfees, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time"any. (ii) The documents purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to be delivered at each Closing Time (x) in the case of a sale pursuant to the terms of subsection 3.1 hereof, the down-payment required by or on behalf the terms of the parties hereto Third Party Offer; or (y) in the case of a sale pursuant to Section 5 4 hereof, including thirty (30%) percent of the cross receipt for purchase price determined in accordance with subsection 4.3 hereof. (B) A promissory note, in negotiable form, in the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereof, as the case may be, bearing interest at the prime rate per annum in effect from time to time at a bank to be designated in New York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute of the purchased Shares and of the Shares and any additional documents requested held by the Underwriters pursuant to Section 5(m) hereofpurchasing Stockholder, will be delivered at or if the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Corporation is the "Closing Location"), and the Shares will be delivered at the Designated Office, purchaser by a lien on all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents assets of the Corporation. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeconsummate such closing.

Closing and Payment. (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder Stockholders shall be delivered by or on behalf of the Company and the Selling Shareholder Stockholders to Salomon Brothers, through the facilities of the The Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling ShareholderCustodian, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ __, 1997 1999 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder Stockholders may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (i) The Shares Securities to be purchased by each Underwriter Initial Purchaser hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers Smith Barney Inc. may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder prxxx xxxxxx xx xxx Xxmpany shall be delivered by or on behalf of the Company and to the Selling Shareholder to Salomon BrothersInitial Purchasers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives Initial Purchasers shall otherwise instruct) for the account of such UnderwriterInitial Purchaser, against payment by or on behalf of such Underwriter Initial Purchaser of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, be 10:00 a.m. on _______ _November 12, 1997 or such other time and date as Salomon Brothers, 1998 (the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares"Closing Date"), or such other time and date as Salomon Brothers Smith Barney Inc. and the Company may agree upon in writing. Such time and date , such xxxx xxx xxxe for delivery of the Firm Shares Securities is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each the Closing Time by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross receipt for the Shares Securities and any additional documents requested by the Underwriters Initial Purchasers pursuant to Section 5(m6(j) hereof, will be delivered at the offices of Xxxxxxxx Sullivan & XxxxxxxxCromwell, 000 Xxxxx Xxxxxx125 Broad Street, Xxx XxxxNew York, Xxx Xxxx 00000 New York 10004 (the "Closing LocationCloxxxx Xxxatixx"), and the Shares will be delivered at the Designated xxd xxx Xxxxxxxxxx xxxx xx xxxxxxxxx xx xxx Xxsignated Office, all at such the Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close; provided, however, that November 11, 1998 shall be deemed to be a New York Business Day.

Closing and Payment. (i) The Shares Securities to be purchased by each Underwriter Initial Purchaser hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers Xxxxx Xxxxxx Inc. may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and to the Selling Shareholder to Salomon BrothersInitial Purchasers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives Initial Purchasers shall otherwise instruct) for the account of such UnderwriterInitial Purchaser, against payment by or on behalf of such Underwriter Initial Purchaser of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm SharesSecurities, 10:00 a.m. on _______ _March 31, 1997 1998 (the "Closing Date"), or such other time and date as Salomon Brothers, Xxxxx Xxxxxx Inc. and the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional SharesSecurities, 10:00 a.m. on the date specified by Salomon Brothers Xxxxx Xxxxxx Inc. in the written notice given by Salomon Brothers Xxxxx Xxxxxx Inc. of the Underwriters' Initial Purchaser's election to purchase such Optional SharesSecurities, or such other time and date as Salomon Brothers Xxxxx Xxxxxx Inc. and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares Securities is herein called the "First Closing Time", such time and date for delivery of the Optional SharesSecurities, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross receipt for the Shares Securities and any additional documents requested by the Underwriters Initial Purchasers pursuant to Section 5(m6(j) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares Securities will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers Xxxxxxx Xxxxx Xxxxxx may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder Stockholders shall be delivered by or on behalf of the Company and the Selling Shareholder Stockholders to Salomon BrothersXxxxxxx Xxxxx Barney, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling ShareholderCustodian, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ ___, 1997 1999 or such other time and date as Salomon BrothersXxxxxxx Xxxxx Xxxxxx, the Company and the Selling Shareholder Stockholders may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers Xxxxxxx Xxxxx Barney in the written notice given by Salomon Brothers Xxxxxxx Xxxxx Xxxxxx of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers Xxxxxxx Xxxxx Barney and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. 8.2.1 Except as otherwise provided herein, the closing of any purchase by the Corporation and/or a Stockholder pursuant to this Agreement shall take place on the "Closing Date" at the offices of Xxxxxx Xxxxxx Xxxxxx & Xxxx, P.C., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000. The Closing Date shall be the first business day following the thirtieth calendar day after the last Acceptance Notice is given. 8.2.2 At such closing, and except as otherwise provided herein: (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice selling Stockholder (or his or its Legal Substitute) shall deliver to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and the Selling Shareholder to Salomon Brothers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the purchasing party certificates representing the Shares to be made available for checking purchased, duly endorsed, free and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices clear of DTC all liens, claims or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall beencumbrances, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time evidence of payment of all transfer taxes and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Sharesfees, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time"any. (ii) The documents purchasing party shall deliver: (A) A down-payment (by certified or bank cashier's check) in an amount equal to be delivered at each Closing Time (x) in the case of a sale pursuant to the terms of subsection 6 hereof, the down-payment required by or on behalf the terms of the parties hereto Third Party Offer; or (y) in the case of a sale pursuant to Section 5 7 hereof, including thirty three and one third (33 1/3%) percent of the cross receipt for purchase price determined in accordance with subsection 7.3 hereof. (B) A promissory note, in negotiable form, in the Shares and any additional documents requested by principal amount of the Underwriters pursuant to Section 5(m) remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 1.3 hereof, will be delivered as the case may be, bearing interest at the offices prime rate per annum in effect from time to time at a bank to be designated in New York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note shall be payable in two equal six-month installments of Xxxxxxxx & Xxxxxxxxprincipal together with all interest accrued thereon to the date of such payment, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the first such payment to be due and payable six (6) months following the "Closing Location"), and the Date. The Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will shall be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts in escrow until payment of the documents Note. (C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeconsummate such closing.

Closing and Payment. (i) The Shares Securities to be purchased by each Underwriter Initial Purchaser hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers Inc may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and to the Selling Shareholder to Salomon BrothersInitial Purchasers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives Initial Purchasers shall otherwise instruct) for the account of such UnderwriterInitial Purchaser, against payment by or on behalf of such Underwriter Initial Purchaser of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, be 10:00 a.m. on _______ _April 1, 1997 or such other time and date as Salomon Brothers, 1998 (the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares"Closing Date"), or such other time and date as Salomon Brothers Inc and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, Securities is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each the Closing Time by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross receipt for the Shares Securities and any additional documents requested by the Underwriters Initial Purchasers pursuant to Section 5(m6(j) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares Securities will be delivered at the Designated Office, all at such the Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (a) Delivery of the Seller’s interest in such applicable Purchased Notes and Purchased Warrants shall be made to the Purchaser concurrently with the execution of this Agreement. The Purchase Price will be satisfied by (i) The the Purchaser’s transfer of the number of shares of common stock of Tilray as set forth on Schedule III (the “Consideration Shares”) and (ii) a cash payment equal to the cash consideration set forth on Schedule III (the “Cash Consideration”) to the Seller by wire transfer identified on Schedule IV in immediately available funds, as applicable, in accordance with Section 2(b) below. (b) Payment in the form of Cash Consideration shall be made on the date hereof, or such later date as the parties shall mutually agree (such date being herein called the “Settlement Date”). Payment in the form of Consideration Shares shall be made within five business days following the date on which Tilray’s shareholders approve (such date, the “Approval Date”) an increase in the number of authorized shares of common stock of Tilray in an amount sufficient to issue the Consideration Shares and an amount reasonably expected to be sufficient to issue the Top-Up Shares (as mutually agreed with the Seller) (such date being herein called the “Consideration Shares Payment Date”); provided, however, that, if the Approval Date has not occurred by the close of NASDAQ market trading on December 1, 2021, the Seller may, by providing written notice to the Purchaser, elect to receive an amount in cash equal to the aggregate Closing Date Share Consideration Amount in lieu of the Consideration Shares, such cash payment to be made by Purchaser to the Seller in accordance with Schedule III by the applicable wire transfer identified on Schedule IV in immediately available funds on the date that is no later than the third business day following Purchaser’s receipt of such election from the Seller. (c) Tilray shall file with the United States Securities and Exchange Commission, in its sole discretion, either a prospectus supplement under Rule 424(b) to its current Registration Statement on Form S-3 (333-233703) or a new resale registration statement on Form S-3 (in either case, the “Registration Statement”) to register the resale by the Seller of the Consideration Shares and any reasonably expected Top-Up Shares (as mutually agreed with the Seller), if any, within five business days following the Approval Date (the date on which the prospectus supplement is filed or the Registration Statement becomes effective, as applicable, the “Registration Effective Date”). In connection therewith, Tilray and the Seller agree to comply with their respective obligations set forth in Exhibit A attached hereto. (d) Within three business days following the earlier of (i) the Registration Effective Date and (ii) December 1, 2021 (such earlier date, the “Measurement End Date”), in the event that the Share Price on the trading day immediately preceding the Announcement Date is greater than the Share Price on the trading day immediately preceding the Measurement End Date, provided that neither the Seller nor any Affiliated Fund, as applicable, has Divested any Consideration Shares, the Purchaser shall deliver, or direct such delivery of, the Top-Up Shares to the Seller in accordance with Schedule III. For the avoidance of doubt, if the Consideration Shares have not been issued to the Seller and the Affiliated Funds prior to December 1, 2021, neither the Seller nor any Affiliated Fund will have any entitlement to Top-Up Shares and in no circumstances will any cash payment be purchased by each Underwriter hereunder, made in definitive formlieu of the issuance of Top-Up Shares. (e) Following the Settlement Date, and in such authorized denominations and registered in such names as Salomon Brothers may request upon at least forty-eight hours' prior notice to accordance with the Company MedMen SPA, the Note and the Selling Shareholder shall Warrants (including Section 3.3 of the Warrants), this Agreement, the Purchased Notes and the Purchased Warrants will be delivered by or on behalf the Seller to the Company, and in accordance with Section 11.9 and Schedule 7.20 of the MedMen SPA the Company will execute and deliver a Note or Notes of the same type as the Purchased Notes and a Warrant or Warrants of the same type as the Purchased Warrants to the Seller and the Selling Shareholder to Salomon Brothers, through Purchaser in their respective names evidencing the facilities Obligations held by each following the assignment of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company Purchased Notes and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time"Purchased Warrants hereunder. (ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (i) The Shares Securities to be purchased by each Underwriter Initial Purchaser hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers Inc may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and to the Selling Shareholder to Salomon BrothersInitial Purchasers, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives Initial Purchasers shall otherwise instruct) for the account of such UnderwriterInitial Purchaser, against payment by or on behalf of such Underwriter Initial Purchaser of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, be 10:00 a.m. on _______ _March 3, 1997 or such other time and date as Salomon Brothers, 1998 (the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares"Closing Date"), or such other time and date as Salomon Brothers Inc and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, Securities is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each the Closing Time by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross receipt for the Shares Securities and any additional documents requested by the Underwriters Initial Purchasers pursuant to Section 5(m6(j) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares Securities will be delivered at the Designated Office, all at such the Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (i) The Shares Securities to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers Xxxxxxx Xxxxx Xxxxxx may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and to the Selling Shareholder to Salomon BrothersUnderwriters, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives Underwriters shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm SharesSecurities, 10:00 a.m. on _______ __, 1997 1999 or such other time and date as Salomon Brothers, Xxxxxxx Xxxxx Xxxxxx and the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional SharesSecurities, 10:00 a.m. on the date specified by Salomon Brothers Xxxxxxx Xxxxx Xxxxxx in the written notice given by Salomon Brothers Xxxxxxx Xxxxx Xxxxxx of the Underwriters' election to purchase such Optional SharesSecurities, or such other time and date as Salomon Brothers Xxxxxxx Xxxxx Xxxxxx and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares Securities is herein called the "First Closing Time", such time and date for delivery of the Optional SharesSecurities, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares Securities and any additional documents requested by the Underwriters pursuant to Section 5(m5(k) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares Securities will be delivered at the Designated Office, all at such the Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Closing and Payment. (i) The Shares Securities to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Salomon Brothers Xxxxxxx Xxxxxxxx may request upon at least forty-eight hours' prior notice to the Company and the Selling Shareholder shall be delivered by or on behalf of the Company and to the Selling Shareholder to Salomon BrothersUnderwriters, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives Underwriters shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Selling Shareholder, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, be 10:00 a.m. on _______ _, 1997 or such other time and date as Salomon Brothers, the Company and the Selling Shareholder may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written notice given by Salomon Brothers of the Underwriters' election to purchase such Optional Shares, or such other time and date as Salomon Brothers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, Securities is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at each the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares Securities and any additional documents requested by the Underwriters pursuant to Section 5(m5(k) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Shares Securities will be delivered at the Designated Office, all at such the Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day next preceding such the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2 and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.for