Closing of Purchase Pursuant to Firm Offer Sample Clauses

Closing of Purchase Pursuant to Firm Offer. In the event that the Firm Offer is accepted, the closing of the sale of the Offered Units shall take place within thirty (30) days after the Firm Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Seller and all Accepting Offerees shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Units pursuant to the terms of the Firm Offer, Article XI and this Article XII.
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Closing of Purchase Pursuant to Firm Offer. In the event that the Firm Offer is accepted, the closing of the sale of the Offered Interest shall take place within thirty (30) days after the Firm Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Seller and all Accepting Offerees shall execute such documents and instruments as may be necessary or appropriate of effect the sale of the Offered Interest pursuant to the terms of the Firm Offer and this Section 10.
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Closing of Purchase Pursuant to Firm Offer. If all of the Offered Interest has been subscribed for in accordance with the terms of Section 12.4(d), the Seller shall give notice to such effect (the "Sale Notice") to all Offerees within five days after the end of the Offer Period. Unless the Accepting Offerees and the Seller otherwise agree, the closing of any purchase pursuant to this Section 12.4 shall be held at the principal office of the Seller at 10:00 a.m. (local time at the place of closing) on the first Business Day on or after the thirtieth (30th) day following the date on which the Sale Notice is given (subject to Section 11.5). At the closing, each Accepting Offeree shall pay to the Seller, by cash or other immediately available funds, that portion of the purchase price for the Offered Interest, MinorCo Interest and Partner Loans of the Seller for which such Accepting Offeree is liable, and the Seller shall deliver to each Accepting Offeree good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those created by this Agreement and those securing financing obtained by the Partnership), to the portion of the Offered Interest, MinorCo Interest and Partner Loans thus purchased. Each Accepting Offeree shall be liable to the Seller only for its allocable portion of the purchase price for the Offered Interest, MinorCo Interest and Partner Loans. At the closing, the Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the transactions contemplated hereby, including the Transfer of the Offered Interest, MinorCo Interest and Partner Loans of the Seller to the Accepting Offerees and the assumption by each Accepting Offeree of the Seller's obligations with respect to the portion of the Seller's Interest and MinorCo Interest Transferred to such Accepting Offerees. Each Partner and the Partnership shall bear its own costs of such Transfer and closing, including attorneys' fees and filing fees.
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Closing of Purchase Pursuant to Firm Offer. If the Offeree has accepted the Firm Offer in accordance with the terms of Section 13.4(d), unless the Offeree and the Seller otherwise agree, the closing of any purchase pursuant to this Section 13.4 shall be held at the principal office of the Seller at 10:00 a.m. (local time at the place of closing) on the first Business Day on or after the thirtieth (30th) day following the end of the Offer Period (subject to the provisions of Section 12.5). At the closing, the Offeree shall pay to the Seller, by cash or other immediately available funds, the purchase price for the Offered Interest, and the Seller shall deliver to the Offeree good title, free and clear of any Liens (other than those created by this Agreement and those securing financing obtained by the Partnership), to the Offered Interest, Partner Loans, Special Interest and LeasingCo Interest thus purchased. At the closing, the Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the transactions contemplated hereby, including the Transfer of the Offered Interest, Partner Loans, Special Interest and LeasingCo Interest to the Offeree and the assumption by the Offeree of the Seller's obligations with respect to the portion of the Seller's Interest Transferred to the Offeree. Each Partner and the Partnership shall bear its own costs of such Transfer and closing, including attorneys' fees and filing fees.
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Closing of Purchase Pursuant to Firm Offer. In the event that the Firm Offer is accepted pursuant to Section 11.3(d) above, the closing of the purchase and sale of the Offered Equity shall take place within 60 days after the Firm Offer is accepted, subject to Section 12.5
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Closing of Purchase Pursuant to Firm Offer f. Sale Pursuant to Purchase Offer If Firm Offer Rejected ARTICLE 12DISSOLUTION, TERMINATION AND UNWIND 12.1. Dissolution
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Closing of Purchase Pursuant to Firm Offer. In the event that the Firm Offer is accepted, the closing of the sale of the Offered Interest shall take place within thirty (30) days after the Firm Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Seller and all Accepting Offerees shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Interest pursuant to the terms of the Firm Offer and this Section 3 and to reflect the admission of NCEH or its designee as a limited partner of Ascendant (if it is an Accepting Offeree) and the interests therein of NCEH or its designee and the other partners of Ascendant after giving effect to such sale.
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Closing of Purchase Pursuant to Firm Offer. In the event that the Firm Offer is accepted (by any one or more of the Company and the Offerees), the closing of the sale of the Offered Shares to any one or more of the Company and the Accepting Offerees shall take place within thirty (30) days after the Firm Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Seller and those Persons purchasing the Offered Shares pursuant to their acceptance of the Firm Offer shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Shares pursuant to the terms of the Firm Offer and this Article IX.
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Closing of Purchase Pursuant to Firm Offer. If the Offer is accepted, the closing of the purchase of the Offered Claims shall take place within thirty (30) days after the Offer is accepted. DTMC and Crown Mines shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Claims pursuant to the terms of the Offer and this Agreement.
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Related to Closing of Purchase Pursuant to Firm Offer

  • 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.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Payment and Purchase Procedure The Purchase Price shall be paid simultaneously with Investor’s delivery of this Subscription Agreement. Investor shall deliver payment of the Purchase Price of the Subject Offered Shares in the manner set forth in Section 8 hereof. Investor acknowledges that, in order to subscribe for Offered Shares, Investor must comply fully with the purchase procedure requirements set forth in Section 8 hereof.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Sale of Unlegended Shares Holder agrees that the removal of the restrictive legend from this Warrant and any certificates representing securities as set forth in Section 2(e) above is predicated upon the Company’s reliance that the Holder will sell this Warrant or any Exercise Shares and/or any Failure Payment Shares, as applicable, pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein.

  • 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).

  • Purchase Sale and Delivery of the Offered Shares (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Shares upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Offered Shares set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price per Firm Offered Share to be paid by the several Underwriters to the Company shall be $[ ] per share (the “Purchase Price”).

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