Closing of Purchase Option. The closing of any purchase of the -------------------------- Offered Shares pursuant to the Purchase Option shall take place at the principal offices of the Company on the 10th calendar day following the delivery of the last Exercise Notice. At the closing, Xxxxxx shall deliver to the Stockholders certificates representing the Offered Shares, duly endorsed for transfer or accompanied by duly executed stock powers, and the purchasing Stockholders shall deliver to Xxxxxx the purchase price to be paid as herein provided.
Closing of Purchase Option. Closing of purchase and sale pursuant to this Article IV shall be conducted at such location mutually agreed upon by UDS and the MLP. At closing, UDS will sell and assign to the OLP by deed, bill xx sale, assignment of contract rights or other appropriate documentation all of UDS's (or the applicable UDS Entity's) right, title and interest in, to and under the Wichita Falls Pipeline, the Ringgold Storage Facility or the Southlake Terminal, as applicable and the OLP, shall make payment of the applicable Option Purchase Amount to UDS or the applicable UDS Entity in cash or by electronic wire transfer of immediately available funds to an account designated by UDS in writing.
Closing of Purchase Option. If Quest notifies Brxxxxx xf Quest’s desire to exercise the Purchase Option, the purchase and sale of the Deep Rights to the Leases contemplated thereby shall be closed within 10 Business Days thereafter (the “Second Closing Date”). If Quest elects not to exercise the Purchase Option or if it does not deliver a Purchase Option Notice to Brxxxxx xrior to the expiration of the Option Period, then this Agreement shall PURCHASE AND SALE AGREEMENT automatically terminate and neither Quest nor Brxxxxx xhall thereafter have any further obligation hereunder.
Closing of Purchase Option. The closing of any purchase of the Offered Shares pursuant to the Purchase Option shall take place at the principal offices of the Company on the fifth business day following the delivery of the last Exercise Notice or, in the discretion of the Company, at such later date as specified in the Transfer Notice and as consented to by the Transferring Shareholder (which consent shall not be unreasonably withheld). At the closing, the Transferring Shareholder shall deliver to the Company certificates representing the Offered Shares, duly endorsed for transfer or accompanied by duly executed stock powers with the signature of the Transferring Shareholder guaranteed by a commercial bank, trust company or registered broker dealer, and the Company shall deliver to the Transferring Shareholder the purchase price to be paid as herein provided. The transfer of title to the Offered Shares at the closing shall be made without representation or warranty by the Transferring Shareholder, except as to his, her or its good and marketable title to the Offered Shares and the absence of any liens, security interests or adverse claims of any kind arising by, through or under him, her or it.
Closing of Purchase Option. In the event that Purchaser exercises the Purchase Option, the parties shall cooperate to close the purchase of the Option Assets as soon as reasonably possible after the Option Exercise Date and in any case within forty-five (45) Days following the Option Exercise Date, using documents consistent in form and content to those documents used in the transaction contemplated by this Agreement; provided, that, in the event that the parties are unable to mutually agree upon an estimate of Adjusted EBITDA as contemplated by Section 1.4.2(c), the foregoing period shall be tolled and the parties shall cooperate to close the purchase of the Option Assets as soon as reasonably possible after the date on which actual Adjusted EBITDA for the applicable portion of 2014 is determined and in any case within forty-five (45) Days following such date.
Closing of Purchase Option. The closing of any purchase of the -------------------------- Offered Shares pursuant to the Purchase Option shall take place at the principal offices of the Company on the second business day following the delivery of the Exercise Notice. At the closing, the Selling Stockholder shall deliver to the Company certificates representing the Offered Shares, duly endorsed for transfer or accompanied by duly executed stock powers with the signature of the Selling Stockholder and the Company shall deliver to the Selling Stockholder the purchase price to be paid as herein provided. The transfer of title to the Offered Shares at the closing shall be made without representation or warranty by the Selling Stockholder, except as to his good and marketable title to the Offered Shares and the absence of any liens, security interests or adverse claims of any kind arising by, through or under him.
Closing of Purchase Option. The closing of any purchase of the Offered Shares pursuant to the Purchase Option shall take place at the principal offices of the Company on the fifth business day following the delivery of the last Exercise Notice or, in the discretion of the purchasing Founding Stockholders and/or the Company, at such later date as specified in the Transfer Notice and as consented to by the aforementioned Transferring Stockholder (which consent shall not be unreasonably withheld). At the closing, the aforementioned Transferring Stockholder shall deliver to the purchasing Founding Stockholders and/or the Company certificates representing the Offered Shares, duly endorsed for transfer or accompanied by duly executed stock powers with the signature of the aforementioned Transferring Stockholder guaranteed by a commercial bank, trust company or registered broker dealer, and the other Founding Stockholders and/or the Company shall deliver to the aforementioned Transferring Stockholder the purchase price to be paid as herein provided. The transfer of title to the Offered Shares at the closing shall be made without representation or warranty by the aforementioned Transferring Stockholder, except as to his/its good and marketable title to the Offered Shares and the absence of any liens, security interests or adverse claims of any kind arising by, through or under him/it.
Closing of Purchase Option. 74 ARTICLE 12 GENERAL PROVISIONS
Closing of Purchase Option. On a date selected by Depositor in a notice to the Holders (the "Purchase Option Closing Date), which date shall be no sooner than five (5) days, nor later than thirty (30) days, after the later of (i) the date the fair market value is established under Section 11.1 or 11.2 or (ii) expiration or termination of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act (the "HSR Act") if a filing is required thereunder, unless Depositor has withdrawn its election to purchase pursuant to Section 11.2, the Trust and the LLC shall convey to Depositor the Purchase Option Assets, without representations or warranties (other than that, neither the Trust nor the LLC has taken any action to encumber or convey the Purchase Option Assets) against payment therefor, by wire transfer to an account in a bank located in the United States designated by the Managing Trustee for such purpose, in an amount equal to the Exercise Price, as adjusted to reflect the terms and conditions of the three immediately succeeding sentences of this Section 11.
Closing of Purchase Option. (i) Any purchase of Company Securities by PCLN SUB or TH pursuant to Section 7.11(b)(ii) shall take place at a closing to be held at the location and on the date mutually agreed upon by TH and PCLN SUB, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date on which PCLN SUB or TH exercises its Purchase Option and, failing agreement, such closing shall take place simultaneously at the offices of Xxxxx & XxXxxxxx located at Xxxxxxxxx House, 00xx Xxxxx, 00 Xxxxxxxx Xxxx, Xxxx Xxxx, and at the offices of Blank Rome LLP located at Xxx Xxxxx Xxxxxx, Philadelphia, Pennsylvania, United States of America, at 8:00 a.m., Hong Kong time, on the date which is sixty (60) days after the date on which PCLN SUB or TH exercises its Purchase Option.
(ii) At such closing, the transferee of Company Securities shall (A) deliver any cash consideration therefor by wire transfer of immediately available funds to the account or accounts to be designated at least two (2) Business Days prior to such closing by the transferor and its respective Permitted Transferees as may be required or as may determine to Transfer such Company Securities or (B) in the event PCLN SUB determines to acquire such Company Securities in exchange for shares of Priceline common stock, cause to be delivered a certificate or certificates for such shares of Priceline common stock, in each case, against delivery of a certificate or certificates representing such Company Securities so purchased, together with a duly signed share transfer form or other appropriate instruments of transfer in respect of all such Company Securities, and the Company Securities are to be Transferred free and clear of any and all liens, claims, charges, security interests or other encumbrances of any nature whatsoever.
