Closing of a Transfer Sample Clauses

Closing of a Transfer. Closing for the Transfer of Partnership Rights pursuant to Section 6.2 shall occur within sixty (60) days following expiration of any relevant Transfer Offering Period and shall take place at the office of the Partnership at 10:00 a.m. on the date so specified in the written notice, or at such other time and place as shall be mutually agreeable. At such closing, the seller must transfer and deliver the Partnership Rights to the buyer and the buyer shall pay the agreed consideration to the seller. The seller shall also deliver to the buyer an instrument executed by the seller, warranting that the Partnership Rights are free and clear of all liens, claims, and encumbrances of every kind. The seller shall also agree therein to indemnify the buyer against and to hold it harmless from any loss, cost or damage which it may incur by reason of the breach of such warranty. Further, in the event that the seller shall fail to appear at the closing or shall fail to deliver the certificate or certificates representing the Partnership Rights when required to do so, or shall otherwise fail to comply with its obligations under this Agreement, the buyer may thereupon place cash or immediately and available funds equal to the purchase price in escrow for the seller, whereupon the Partnership shall be privileged to cancel the seller's Partnership Rights and to treat the Partnership Rights as having been purchased by the buyer. Such purchase price shall be released from escrow only upon surrender by the seller of such certificate or certificates, properly endorsed for transfer, or proof of destruction or loss thereof satisfactory to the Partnership.
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Closing of a Transfer. At the closing of the Transfer of a Partnership Interest pursuant to this Agreement, (i) the Transferee will deliver to the Transferor the full consideration agreed upon (except as otherwise identified in the Offer Notice or as agreed to between the Transferor and the Transferee) and (ii) the Transferor will Transfer its Partnership Interest to the Transferee free and clear of any and all liens, claims, security interests and other encumbrances, other than those created by this Agreement or any loan documents evidencing indebtedness of the Company for borrowed money. Any Partnership Interest transfer or similar taxes involved in such sale will be the sole responsibility of the Transferor, and the Transferor will provide the Transferee with such evidence of the Transferor’s authority to Transfer hereunder and such tax lien waivers and similar instruments as the Transferee may reasonably request.
Sample 1

Related to Closing of a Transfer

  • Closing of Repurchase The closing of the purchase of such Employee Units pursuant to Sections 6(c) above shall take place on the date designated by the Company in the Repurchase Notice. The Company (or its nominee) shall pay for such Employee Units to be purchased by delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to the Board and Employee; provided that such promissory note shall (A) accrue interest at the then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated maturity of five years, (C) provide that the principal and all accrued interest thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of principal and interest without penalty or premium and (E) be subordinated to any indebtedness for borrowed money of the Company and its Subsidiaries. In connection with the purchase of Employee Units hereunder, the Company shall be entitled to receive customary representations and warranties from the sellers regarding such sale of units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances).

  • CLOSING OF IPO The closing of the sale of the Parent Shares to the Underwriters in the IPO shall have occurred simultaneously with the IPO Closing Date hereunder.

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

  • Closing of Company Transfer Books At the Effective Time, the stock transfer books of Company shall be closed, and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • Closing of Transaction The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

  • Closing of Transactions 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2

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