Closing of Purchase and Sale. The closing of the purchase and sale of the Initial Units shall take place at the offices of the Company immediately following the execution of this Agreement. At the closing, the Company shall deliver to the Purchaser a certificate evidencing the Initial Units, registered in the Purchaser’s name, upon the payment of the aggregate purchase price therefor in immediately available funds by delivery of a cashiers check or by wire transfer to an account designated by the Company.
Closing of Purchase and Sale. The closing of any purchase and sale of the Interest of any Member selling its Interest (the “Selling Member”) pursuant to this Article 7 shall be held at the principal office of the Member that is purchasing the Interest of the Selling Member (the “Purchasing Member”) Member (or its counsel) on or before the forty-fifth (45th) day after the expiration of the applicable thirty (30)-day period set forth in Section 7.04 (if applicable), or, if earlier, the forty-fifth (45th) day after the Effective Date of the Default Notice or Buy-Sell Notice, as applicable). The Selling Member shall transfer to the Purchasing Member (or such Member’s nominee(s)) the entire Interest of the Selling Member free and clear of all liens, security interests, and competing claims and shall deliver to the Purchasing Member (or such Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims as such Purchasing Member (or such Member’s nominee(s)) shall reasonably request.
Closing of Purchase and Sale. The Closing of any purchase and sale of a Partnership Interest pursuant to Article 17.1, 17.2, 17.3, 17.4 or 17.5 of this Agreement shall take place at the principal office of the Partnership, or such other place designated by the General Partner, on the date determined as follows (the "Closing"):
(a) In the case of a purchase and sale occurring by reason of the death of a Limited Partner as provided in Article 17.1 of this Agreement, the Closing shall be held on the thirtieth day (or if such thirtieth day is not a business day, the next business day following the thirtieth day) next following the last to occur of:
(i) Qualification of the executor or personal administrator of the deceased Limited Partner's estate;
(ii) The date on which any necessary determination of the purchase price of the Partnership Interest to be purchased has been made; or
(iii) The date that coincides with the close of the Option Period.
(b) In the case of a purchase and sale occurring by reason of the occurrence of one of the events described in Article 17.2, 17.3, 17.4 or 17.5 of this Agreement, the Closing shall be held on the thirtieth day (or if such thirtieth day is not a business day, the next business day following the thirtieth day) next following the later to occur of:
(i) The date on which any necessary determination of the purchase price of the Partnership Interest to be purchased has been made; or
(ii) The date that coincides with the close of the Option Period.
Closing of Purchase and Sale. The closing of a purchase and sale pursuant to this Article VII shall be held at the principal office of the Company in California on a Business Day designated by the Non-Defaulting Member that is not later than sixty (60) days after the expiration of the thirty (30)-day period set forth in Section 7.04. The Defaulting Member shall transfer to the purchasing Non-Defaulting Member (or such Member's nominee(s)) the entire Interest of the Defaulting Member free and clear of all liens, security interests, and competing claims and shall deliver to the Non-Defaulting Member (or such Member's nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims as the Non-Defaulting Member (or such Member's nominee(s)) shall reasonably request.
Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article IX shall be held at the principal place of business of the Company in California on a business day designated by the purchasing Member within sixty (60) days following the earlier of (a) the effective date upon which the Notified Member has delivered the Purchase Notice pursuant to Section 9.03, or (b) the expiration of the thirty (30)-day option period set forth in Section 9.03. The selling Member shall transfer to the buying Member (or such buying Member’s nominee) the entire Interest of the selling Member free and clear of all liens, security interests, and competing claims and shall deliver to the buying Member (or such buying Member’s nominee) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such buying Member’s nominee) shall reasonably request. The Purchase Price for the selling Member’s Interest shall be paid by the buying Member by delivering, at the closing, cash or one (1) or more certified or bank cashier’s checks made payable to the order of the selling Member in an amount equal to the Purchase Price. If the Interest of any Member is purchased pursuant to this Article IX, then, effective as of the closing for such purchase, the selling Member shall withdraw as a member of the Company. In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as a substituted member of the Company.
Closing of Purchase and Sale. The closing of the purchase and sale provided for herein (the “Closing”) shall take place at the offices of Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, 1230 Peachtree Street, N.E., Suite 0000, Xxxxxxxxx XX, Xxxxxxx, Xxxxxxx 00000-0000, beginning at 5:00 p.m. EST on December 29, 2009, or at such other time and place as the parties shall mutually agree upon (the “Closing Date”). The Closing shall be made effective as of 5:30 p.m. EST on the Closing Date.
Closing of Purchase and Sale. (i) The purchase and sale of the First Tranche (the “Initial Closing”) shall take place at the offices of the Company, as soon as practicable after satisfaction of the terms and conditions of this Agreement relating to the Initial Closing; provided, however, that if such day is a Saturday, Sunday or legal holiday (in the State of Delaware or in Rome, Italy), the Initial Closing shall take place on the following Business Day (such date, the “Initial Closing Date”). At the Initial Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 3 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 4 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the Initial Closing, the Initial Purchase Price. Notwithstanding the foregoing, if the purchase and sale of the First Tranche takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing.
(ii) The purchase and sale of the Investor's portion of the Second Additional Investors Financing Interest, the Third Additional Investors Financing Interest, and the Fourth Additional Investors Financing Interest (each such purchase and sale, a “Subsequent Closing”, and the date of any such Subsequent Closing, a “Subsequent Closing Date”) shall take place at the offices of the Company in accordance with the terms and conditions herein and the Operating Agreement. At any Subsequent Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 5 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 6 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor in such Subsequent Closing by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an acc...
Closing of Purchase and Sale. The purchase and sale of the Debentures (the "Closing") will take place at the office of Lewix xxx Roca, 00 Nxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, xx May 1, 1995 (or on another date if you and the Company agree in writing) (the "Closing Date"). On the Closing Date, the Company will deliver to you Debentures against payment of the purchase price by your certified or cashiers checks payable to the order of the Company or wire transfer of immediately available federal funds. The Debentures purchased by you will be evidenced by appropriate certificates issued to each of you, in definitive form as set forth in Exhibit B, divided among you as set forth in Exhibit B, and registered in your names or the names of your nominee or nominees.
Closing of Purchase and Sale. The closing of the purchase and sale of the Sponsor Warrants hereunder, including payment for and delivery of the Sponsor Warrants, shall take place at the offices of the Company or the Company’s legal counsel immediately prior to, and shall be subject to, the consummation of the Initial Public Offering. At the closing, the Company shall deliver to the Sponsor a certificate evidencing the Sponsor Warrants, substantially in the form attached as an exhibit to the Warrant Agreement, registered in the Sponsor’s name, upon the payment of the aggregate purchase price therefor in immediately available funds by delivery of a cashiers check or by wire transfer to an account designated by the Company.
Closing of Purchase and Sale. The closing of the purchase and sale of the Founders’ Units shall take place at the offices of the Company immediately following the execution of this Agreement. At the closing, the Company shall deliver to the Purchaser a certificate evidencing the Founders’ Units, registered in the Purchaser’s name, upon the payment of the aggregate purchase price therefor in immediately available funds by delivery of a cashiers check or by wire transfer to an account designated by the Company.
