Closing of Buy-Sell Transaction Sample Clauses

Closing of Buy-Sell Transaction. At the closing of a sale of a Membership Interest by one Member to the other Member pursuant to Section 12.06 hereof, the following shall occur:
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Closing of Buy-Sell Transaction. The closing of the transactions described in Section 7.2(b) shall occur at such time and pursuant to this Section 7.2(b)(iii) and such other procedures as are determined by the arbitrator of the arbitration proceeding in which the finding described in Section 7.1(d) is made. At such closing, the selling Shareholder shall sell, and the purchasing Shareholder shall purchase, the selling Shareholder’s Shares in accordance with the following procedure: (A) the selling Shareholder shall execute and deliver to the purchasing Shareholder (1) the stock certificates evidencing the Shares held by the selling Shareholder, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto, in form and substance reasonably acceptable to the purchasing Shareholder and such arbitrator, and (2) any other instruments reasonably requested by the purchasing Shareholder or such arbitrator to give effect to the purchase; and (B) the purchasing Shareholder shall deliver to the selling Shareholder the applicable purchase price in immediately available funds. In the event that the selling Shareholder refuses to transfer its Shares following the purchasing Shareholder’s compliance with the procedures set forth in this Section 7.2(b), the selling Shareholder shall be in material breach of this Agreement, and the purchasing Shareholder shall be entitled to obtain from such arbitrator an order compelling the selling Shareholder to effect the sale of the Shares contemplated in this Section 7.2(b) and to execute and deliver such other documentation required by such arbitrator.
Sample 1
Closing of Buy-Sell Transaction. The closing of a ------------------------------- buy/sell transaction as described herein shall occur within thirty (30) days after the expiration of the Offerer's offer. The purchaser in the transaction shall pay to the seller at the closing an amount in cash equal to the purchase price per one percent (1%) ownership interest first specified in the Offerer's offer times the total percent ownership interest of the seller. Upon such payment, all interest in and to Company and its business and assets shall be owned by the purchaser and the seller shall have no further interest in any aspect of Company's business. If MHI is the purchaser under this provision, then either MHI or IMS shall have the right to terminate the Services Agreement between Company and IMS.
Sample 1
Closing of Buy-Sell Transaction. The closing of the transactions described in Section 8.2(b) shall occur at such time and pursuant to this Section 8.2(b)(iii) and such other procedures as are determined by the arbitrator of the arbitration proceeding in which the finding described in Section 8.1(d) is made. At such closing, the selling Interestholder shall sell, and the purchasing Interestholder shall purchase, the selling Interestholder’s Interests in accordance with the following procedure: (A) the selling Interestholder shall execute and deliver to the purchasing Interestholder (1) an Assignment of such Interests, in form and substance reasonably acceptable to the purchasing Interestholder and such arbitrator, and (2) any other instruments reasonably requested by the purchasing Interestholder or such arbitrator to give effect to the purchase; and (B) the purchasing Interestholder shall deliver to the selling Interestholder the applicable purchase price in immediately available funds. In the event that the selling Interestholder refuses to execute such Assignment following the purchasing Interestholder’s compliance with the procedures set forth in this Section 8.2(b), the selling Interestholder shall be in material breach of this Agreement, and the purchasing Interestholder shall be entitled to obtain from such arbitrator an order compelling the selling Interestholder to execute and deliver such Assignment and all other documentation required by such arbitrator.
Sample 1
Closing of Buy-Sell Transaction. The closing of a buy/sell transaction as described herein shall occur within thirty (30) days after the expiration of the Offerer's offer. The purchaser in the transaction shall pay to the seller at the closing an amount in cash equal to the purchase price per one percent (1%) ownership interest first specified in the Offerer's offer times the total percent ownership interest of the seller. Upon such payment, all interest in and to Company and its business and assets shall be owned by the purchaser and the seller shall have no further interest in any aspect of Company's business. If BCBSM is the purchaser under this provision, then either BCBSM or IMS shall have the right to terminate the Management Services Agreement between Company and IMS.
Sample 1

Related to Closing of Buy-Sell Transaction

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • 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 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 the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Purchase Closing Section 2.1 Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • 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.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on July 2, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Consummation of Related Transactions Agent shall have received fully executed copies of the Related Transactions Documents, each of which shall be in form and substance reasonably satisfactory to Agent and its counsel. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!