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 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.
(b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.
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.
(b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver the same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.
Closing of Purchase. The closing of any purchase and sale of the Affected Interest pursuant to this Article X shall take place within sixty (60) days after the General Partner’s delivery of an Exercise Notice to the applicable Affected Limited Partner at the offices of the Partnership’s attorney at 10:00 a.m., Birmingham, Alabama time.
Closing of Purchase. On the Closing Date the Issuer shall deliver to the Company appropriate instrument or instruments of assignment or release, properly executed and releasing the Issuer’s leasehold interest in the Project to the Company free and clear of all liens and encumbrances except as set forth in the preceding Section above provided as follows: (a) the amount specified in clause (i) of Section 17.2 shall be paid to the Trustee for deposit in the Principal and Interest Payment Account to be used to pay or redeem Bonds and the interest thereon as provided in the Indenture, and (b) the amount specified in clause (ii) of said Section 17.2 shall be paid to the Issuer; provided, however, nothing herein shall require the Issuer to deliver its appropriate instrument or instruments of assignment or release to the Company until after all duties and obligations of the Company under this Lease to the date of such delivery have been fully performed and satisfied. Upon the delivery to the Company of the Issuer’s appropriate instrument or instruments of assignment or release and payment of the purchase price by the Company, this Lease shall ipso facto terminate, subject to the provisions of Section 20.2 hereof. Consistent with the provisions of Section 302 of the Indenture, the Issuer and the Company acknowledge that the Company may submit the Bonds to the Trustee for cancellation and receive a credit in respect to the principal amount thereof.
Closing of Purchase. (a) Upon the exercise of any forfeiture rights by the Company of the Restricted Stock pursuant to the Agreement, the Company shall give to Holder and you a written notice pursuant to the Agreement. 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 (the “Closing”).
(b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Restricted Stock, (ii) to fill in on such form or forms the number of Restricted Stock being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Restricted Stock to be transferred, to the Company.
Closing of Purchase. The Subscriber acknowledges and agrees that delivery of and payment for the Debentures will be completed at the offices of the Corporation at 10:00 a.m. (Toronto time) on the Closing Date.
Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed “prime” plus one (1%) percent (“prime” being the commercial lending rate of NationsBank, N.A.), per annum, for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Professional Business Manager, if any, assumed by the Practice, by any payment the Professional Business Manager has failed to make under this Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by Professional Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Professional Business Manager from any liability with respect to such purchased asset. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Professional Business Management Agreement if this Agreement expires in accordance with Section 6.1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Professional Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.7 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.
Closing of Purchase. If Provider purchases assets pursuant to ------------------- (S)8.4, Provider shall pay cash for the purchased assets; provided that the amount of the purchase price allocable to an asset shall be reduced by the amount of debt and liabilities of Service Company, if any, relating directly to that asset which are assumed by Provider in connection with such purchase. Provider and any dentist associated with Provider shall execute such documents as may be required to assume the liabilities set forth in (S)8.4(d) and to remove Service Company from any liability with respect to such purchased asset and with respect to any property leased or subleased by Service Company. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than 180 days from the date of the notice of termination. Provider shall be released from the covenants described in (S)5.7, above, upon the successful consummation of such closing. Notwithstanding the foregoing, Provider may, at its option, pay all or a portion of the purchase price at the closing in shares of common stock of Parent ("Shares") for which Provider shall receive, as a credit to the purchase price, an amount equal to the number of Shares transferred to Service Company by Provider at the closing multiplied by the per Share fair market value (defined below); provided that each Share transferred to Service Company is free and clear of all liens, security interests, encumbrances, pledges, charges, claims, voting trusts and restrictions on transfer of any nature whatsoever, except restrictions on transfer imposed by or pursuant to federal and state securities laws and such other restrictions as were expressly required by Parent in connection with the acquisition of Service Company by Parent concurrently with the execution of this agreement. For purposes of this section, the "per Share fair market value" shall mean, as of any given date, the (i) last reported sale price on the New York Stock Exchange on the most recent previous trading day, (ii) last reported sale price on the NASDAQ National Market System on the most recent previous trading day, (iii) mean between the high and low bid and ask prices, as reported by the National Association of Securities Dealers, Inc. on the most recent previous trading day, (iv) last reported sale price on any other stock exchange on which the Shares are listed on the most recent previous trading day, whichever is applicable, or (v) if none of the fore...
Closing of Purchase. On the Closing Date Issuer shall deliver to Tenant its special warranty deed or other appropriate instrument or instruments of conveyance or assignment, properly executed and conveying the Project to Tenant free and clear of all liens and encumbrances whatsoever except as set forth in the preceding section above or conveying such other title to the Project as may be acceptable to Tenant, and then and there Tenant shall pay the full purchase price 1677850N.003 for the Project as follows: (a) the amount specified in clause (i) of Section 16.2 shall be paid to the Trustee who shall deposit the same in the Principal and Interest Payment Account and shall use the same to pay or redeem the Bonds and the interest thereon as provided in the Indenture, and (b) the amount specified in clause (ii) of said Section 16.2 shall be paid to Issuer; provided, however, nothing herein shall require Issuer to deliver its said special warranty deed or other appropriate instrument or instruments of assignment or conveyance to Tenant until after all duties and obligations of Tenant under the Lease to the date of such delivery have been fully performed and satisfied. Upon the delivery to Tenant of Issuer's said special warranty deed or other appropriate instrument or instruments of assignment or conveyance and payment of the purchase price by Tenant, the Lease shall, ipso facto, terminate.
Closing of Purchase. The closing of the purchase shall take place at the office of the Company or such other location as shall be mutually agreeable and the purchase price, to the extent comprised of cash, shall be paid at the closing, and cash equivalents and documents evidencing any deferred payments of cash permitted pursuant to Section 3(b)(iv) above shall be delivered at the closing. At the closing, the Transferor shall deliver to the Purchaser the certificates evidencing the Subject Shares to be conveyed, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto.
