Common use of Closing and Payment Clause in Contracts

Closing and Payment. (i) The Securities to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx Xxxxxxxx may request upon at least forty-eight hours' prior notice to the Company shall be delivered by or on behalf of the Company to the Underwriters, through the facilities of the Depository Trust Company ("DTC") (unless the 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 in immediately available (same day) funds. The Company will cause the certificates representing the 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 10:00 a.m. on _______ _, 1997 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 Securities is herein "Closing Time". (ii) The documents to be delivered at the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at 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 the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for

Closing and Payment. The closing of the purchase of any Offered Units which is subject to this Section 30 shall take place (at a time and place reasonably specified by the Company) within 30 days after the later of (i) The Securities to be purchased the exercise by each Underwriter hereunderthe Company (or its designee) of its purchase rights under Section 30(c) or, in definitive form(ii) if applicable, the date when Fair Value finally is determined under Section 30(b). At the closing, the Transferor shall assign and in such authorized denominations and registered in such names as Xxxxxxx Xxxxxxxx may request upon at least forty-eight hours' prior notice transfer the Offered Units to the Company purchaser thereof free and clear of all encumbrances and other claims. Any purchase price based upon the terms and conditions offered by a Third Party in the Offer shall be delivered by or on behalf payable in accordance with such terms and conditions. Any purchase price payable based upon Fair Value, as described in Section 30(b), shall be payable in cash at closing or, at the election of the Company to or its designee, 30% in cash at closing and the Underwriters, through the facilities balance by execution and delivery of the Depository Trust Company ("DTC") (unless purchaser’s negotiable promissory note dated as of the Underwriters shall otherwise instruct) closing date, providing for payment of the account of such Underwriter, against payment by or on behalf of such Underwriter balance of the purchase price therefor by wire transfer in five consecutive equal annual installments of principal, one installment being payable on each of the first five anniversaries of the closing date, until paid in full. Such note shall provide for the payment of interest with each annual payment of principal, computed to the date of payment upon the declining unpaid principal balance, at a floating rate equal to the prime rate of interest as published in The Wall Street Journal from time to time (the “Prime Rate”). Such note shall permit all or certified or official bank check or checkspart of the principal to be prepaid at any time without penalty, payable shall provide for acceleration of all future payments in the event of default in making any payment when due (but only if such default continues for more than five days after the maker’s receipt of written notice of default from the holder of such note) and shall provide that all payments on the note shall be credited, first, to interest accrued to the date of payment and, then, to installments of principal in the order of maturity. In the Company in immediately available (same day) funds. The Company will cause case of any purchase by a designee of the certificates representing the 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 Company, said note shall be 10:00 a.m. on _______ _, 1997 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 Securities is herein "Closing Time". (ii) The documents to be delivered at the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested unconditionally guaranteed by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at 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 the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available forCompany.

Closing and Payment. The closing of the issuance, payment of the purchase price for, and delivery of the Initial Securities shall be made at the offices of Xxxxxx & Bird LLP, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M. (iEastern time) The on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10) or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Xxxxx Xxxxxxxx, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by each any Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx Xxxxxxxx may request upon at least forty-eight hours' prior notice to the Company shall be delivered whose funds have not been received by or on behalf of the Company to the Underwriters, through the facilities of the Depository Trust Company ("DTC") (unless the 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 in immediately available (same day) funds. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (or the relevant Date of Delivery, as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of case may be, but such delivery and payment shall be 10:00 a.m. on _______ _, 1997 or not relieve such other time and date as Salomon Brothers and the Company may agree upon in writing, such time and date for delivery of the Securities is herein "Closing Time". (ii) The documents to be delivered at the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at 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 the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available forUnderwriter from its obligations hereunder.

Closing and Payment. If there shall have not been validly tendered and not validly withdrawn that number of shares of Company Common Stock which, when added to the shares of Company Common Stock owned by Parent and its affiliates, would represent at least ninety percent (90%) of the shares of Company Common Stock outstanding on the Offer Closing Date, Acquisition Sub shall be deemed to have exercised the Top-Up Option on the Offer Closing Date and on such date shall give the Company written notice specifying the number of shares of Company Common Stock directly or indirectly owned by Parent and its subsidiaries at the time of such notice (giving effect to the Offer Closing). The Company shall, as soon as practicable following receipt of such notice (and in no event later than the Offer Closing Date), deliver written notice to Acquisition Sub specifying, based on the information provided by Acquisition Sub in its notice, the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares (the “Top-Up Closing”), which shall take place at the location specified in Section 2.6 and, to the extent such Top-Up Closing occurs, shall take place immediately following the Offer Closing and immediately prior to the Merger Closing, the purchase price owed by Acquisition Sub to the Company therefor shall be paid to the Company, at Acquisition Sub’s option, (i) The Securities in cash, by wire transfer of same-day funds, or (ii) by (x) paying in cash, by wire transfer of same-day funds, an amount equal to be purchased by each Underwriter hereunder, in definitive form, not less than the aggregate par value of the Top-Up Option Shares and in such authorized denominations (y) executing and registered in such names as Xxxxxxx Xxxxxxxx may request upon at least forty-eight hours' prior notice delivering to the Company shall be delivered by or on behalf of the Company a promissory note having a principal amount equal to the Underwriters, through the facilities of the Depository Trust Company ("DTC") (unless the Underwriters shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the aggregate purchase price therefor by wire transfer or certified or official bank check or checks, payable pursuant to the order of Top-Up Option less the Company amount paid in immediately available (same day) funds. The Company will cause the certificates representing the 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 10:00 a.m. on _______ _, 1997 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 Securities is herein "Closing Time". (ii) The documents to be delivered at the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at 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 the Closing Time, at which meeting the final drafts of the documents to be delivered cash pursuant to the preceding sentence will clause (x) (the “Promissory Note”). The Promissory Note (i) shall be available fordue on the first (1st) anniversary of the Top-Up Closing, (ii) shall bear simple interest of five percent (5%) per annum, (iii) shall be full recourse to Parent and Acquisition Sub, (iv) may be prepaid, in whole or in part, at any time without premium or penalty, and (v) shall have no other material terms. At the Top-Up Closing, the Company shall cause to be issued to Acquisition Sub a certificate representing the Top-Up Option Shares.

Closing and Payment. (i) The Securities to be purchased by each Underwriter Initial Purchaser hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx Inc. may request upon at least forty-eight hours' prior notice to the Company shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchasers, through the facilities of the Depository Trust Company ("DTC") (unless the Underwriters 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 in immediately available (same day) funds. The Company will cause the certificates representing the 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 be, with respect to the Firm Securities, 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 may agree upon in writing, and, with respect to the Optional Securities, 10:00 a.m. on the date specified by Xxxxx Xxxxxx Inc. in the written notice given by Xxxxx Xxxxxx Inc. of the Initial Purchaser's election to purchase such Optional Securities, or such other time and date as Xxxxx Xxxxxx Inc. and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the "First Closing Time", such time and date for delivery of the Securities Optional Securities, 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 the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at 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 the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for.

Closing and Payment. A closing of the purchase of Option Shares to be purchased pursuant to Section 3(b), 3(c) or 3(d) immediately above as a result of an Option Event shall take place at the principal office of the Company within one hundred twenty (120) days after the occurrence of such Option Event. Notwithstanding any other provision of this Agreement, however, if the Option Event Value of such Option Shares has been determined pursuant to Section 3(g) below, (i) The Securities any Person who has elected to be purchased purchase any of such Option Shares shall have the right to thereafter reduce (including to zero) the number of Option Shares he, she or it has elected to purchase by each Underwriter hereunder, in definitive forma written notice thereof to the Optionor (and the other Persons who have elected to purchase any of such Option Shares shall have oversubscription rights with respect to such reduction), and in (ii) such authorized denominations and registered in closing shall take place within the thirty day period after such names as Xxxxxxx Xxxxxxxx may request upon at least forty-eight hours' prior notice determination. At such closing, each Person purchasing Option Shares shall deliver to the Company Optionor against delivery of certificates duly endorsed and stock powers representing the Option Shares being acquired by such Person the Option Event Value per share payable in respect of such Option Shares. All of the foregoing deliveries shall be delivered by or on behalf of the Company to the Underwriters, through the facilities of the Depository Trust Company ("DTC") (unless the 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 in immediately available (same day) funds. The Company will cause the certificates representing the Securities deemed to be made available simultaneously and none shall be deemed completed until all have been completed. The price to be paid for checking and packaging any Option Shares purchased pursuant to this Section 3 may be paid, at least twenty-four hours prior the option of the purchaser, with a promissory note of the purchaser that (i) is fully recourse 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 10:00 a.m. on _______ _purchaser, 1997 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 Securities is herein "Closing Time". (ii) The documents to is secured by the purchased Option Shares, (iii) has a term not longer than three (3) years, (iv) provides for level, annual payments of principal over its term, (v) may be delivered prepaid in full or part at the Closing Time by or any time without penalty and (vi) provides for monthly payments of interest on behalf its outstanding principal balance at a rate, adjusted annually on each anniversary of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices date of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at 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 the Closing Timeits issuance, at which meeting the final drafts of the documents to be delivered pursuant least equal to the preceding sentence will be available forprime rate of interest as published from time to time in the Wall Street Journal plus 1%.

Closing and Payment. (i) The Securities to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx may request upon at least forty-eight hours' prior notice to the Company shall be delivered by or on behalf of the Company to the Underwriters, through the facilities of the Depository Trust Company ("DTC") (unless the 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 in immediately available (same day) funds. The Company will cause the certificates representing the 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 be, with respect to the Firm Securities, 10:00 a.m. on _______ __, 1997 1999 or such other time and date as Salomon Brothers Xxxxxxx Xxxxx Xxxxxx and the Company may agree upon in writing, and, with respect to the Optional Securities, 10:00 a.m. on the date specified by Xxxxxxx Xxxxx Xxxxxx in the written notice given by Xxxxxxx Xxxxx Xxxxxx of the Underwriters' election to purchase such Optional Securities, or such other time and date as Xxxxxxx Xxxxx Xxxxxx and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the "First Closing Time", such time and date for delivery of the Securities Optional Securities, if not the First Closing Time, is herein called the "Second Closing Time", and each time and date for delivery is herein called a "Closing Time". (ii) The documents to be delivered at the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at 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 the Closing Time, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for.