Closing of Drag-Along Sale Sample Clauses

Closing of Drag-Along Sale. (a) At the closing of such Drag-Along Sale, each of the Drag-Along Stockholders shall deliver certificates evidencing the Company Equity Securities then held by it and to be sold or cancelled in connection with such sale, duly endorsed for transfer or accompanied by stock powers executed in blank, against payment of the purchase price therefor by wire transfer to the account or accounts specified by such Drag-Along Stockholder.
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Closing of Drag-Along Sale. At the closing of any Transfer in respect of which a Drag-Along Notice has been delivered, the Drag-Along Members shall execute and deliver such agreements for the purchase of the Company Securities to be Transferred, and such other documents and instruments as the Drag-Along Sellers shall execute and deliver in connection with such proposed transaction (provided that no Drag-Along Member shall have to make any representations and warranties other than as to due authorization by such Drag-Along Member, that such Drag-Along Member has good title to the Company Securities such Member is Transferring, free and clear of all Liens, and that the Transfer by such Drag-Along Member does not conflict with any Law, governing document or other contract applicable to such Drag-Along Member, along with other representations and warranties as may be reasonably requested by the Drag-Along Sellers and are customarily made by minority holders in transactions of the nature contemplated by the Drag-Along Notice), sell to the proposed transferee the Company Securities to be sold, free and clear of all Liens. The purchase price payable for any Company Securities sold by a Drag-Along Member in a Transfer under this Section 11.3 shall equal the total amount of distributions that the holder of such Company Securities would have received if the Company had been liquidated immediately prior to the effective time of such Transfer and liquidation proceeds equal to the Notional Distribution Amount had been distributed to the Members in accordance with Section 12.3. For purposes of this Section 11.3(b), the “Notional Distribution Amount” shall mean the total amount of cash that, at the time of any Transfer subject to this Section 11.3, would have to be distributed to all of the Members in accordance with Section 12.3 in order for the aggregate amount of distributions to TIPIH and U.S. Holdings under Section 12.3 to equal the aggregate purchase price to be paid for their Company Securities in such Transfer, as specified in the Drag-Along Notice. For greater clarity, the purchase price payable for any Company Securities sold by a Drag-Along Member in a Transfer pursuant to and in accordance with this Section 11.3 would be subject to any applicable escrow arrangements and any adjustments equal to such Drag-Along Member’s pro rata share of any indemnification obligations of the Drag-Along Sellers and the Drag-Along Members in connection with the applicable transaction.
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Closing of Drag-Along Sale. Simultaneously with the consummation of the Transfer of the Transferred Shares pursuant to this ARTICLE VI, the Drag Along Seller shall cause the Drag Along Transferee to remit directly to the Drag Along Stockholder the consideration with respect to the Drag Along Shares and shall furnish such other evidence of the completion and time of completion of such Transfer and terms and conditions, if any, thereof as may reasonably be requested by each Drag Along Stockholder. For the avoidance of doubt, the provisions of this ARTICLE VI shall remain in effect for any subsequent proposed Transfer.
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Related to Closing of Drag-Along Sale

  • Purchase Closing On the Purchase Date,

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Sale and Purchase of Assets Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).

  • The Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Shearman & Sterling LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York time, on , or such other time and date not later than 1:30 p.m. New York time, on , as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • 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.

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Company Sale 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a ROCE shall have been determined.

  • 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:

  • 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).

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

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