Common use of Closing and Tender Requirements Clause in Contracts

Closing and Tender Requirements. The consummation of any transfer required pursuant to an exercise of option rights created by this ARTICLE TWO shall constitute the "Closing", and the time and date of such Closing shall constitute the "Closing Date." The Closing shall be held at the principal office of the Corporation, at 10:00 a.m. on or before the 25th day subsequent to the delivery of the final Purchase Notice, and if the Closing Date falls on a Saturday, Sunday or legal holiday, the Closing Date shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal holiday. At the Closing, the Selling Shareholder shall present to the acquiring Shareholders and/or Purchaser(s), or cause the Transfer Agent to, or the Corporation, as the case may be, all share certificates for Stock required to be sold in proper form for transfer. Such Stock shall be transferred free of all liens and encumbrances or adverse claims of any kind or character created by the Selling Shareholder. At the Closing, the acquiring Shareholders and/or Purchaser(s), upon receipt of proper tender of the Stock, shall tender full payment of the Offer Price in conformity with the Offered Terms as set forth in the Notice of Right of First Refusal.

Appears in 4 contracts

Samples: Right of First Refusal Agreement (Penske Motorsports Inc), Right of First Refusal Agreement (Penske Motorsports Inc), Refusal Agreement (Grand Prix Association of Long Beach Inc)

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Closing and Tender Requirements. The consummation of any transfer required pursuant to an exercise of option rights created by this ARTICLE TWO THREE shall constitute the "Purchaser Closing", and the time and date of such Closing shall constitute the "Purchaser Closing Date." The Purchase Closing shall be held at the principal office of the Corporation, at 10:00 a.m. on or before the 25th day subsequent to the delivery expiration of the final Purchase Notice, Purchaser Exclusive Option Period and if the Closing Date falls on a Saturday, Sunday or legal holiday, the Purchase Closing Date shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal holiday. At the Purchaser Closing, the Selling Shareholder Purchaser shall present to the acquiring Shareholders Corporation and/or Purchaser(s), or cause the Transfer Agent to, or the CorporationOther Purchaser, as the case may be, all share certificates for Stock the Purchased Shares required to be sold in proper form for transfer. Such Stock Purchased Shares shall be transferred free of all liens and encumbrances or adverse claims of any kind or character created by the Selling Shareholdercharacter. At the Purchaser Closing, the acquiring Shareholders Corporation and/or Purchaser(s)the Other Purchaser, as the case may be, upon receipt of proper tender of the StockPurchased Shares, shall tender full payment of the Purchaser Offer Price in conformity with the Purchaser Offered Terms as set forth in the Purchaser Notice of Right of First Refusal.

Appears in 3 contracts

Samples: Refusal Agreement (Grand Prix Association of Long Beach Inc), Right of First Refusal Agreement (Penske Motorsports Inc), Right of First Refusal Agreement (International Speedway Corp)

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