Common use of Closing of Purchase Clause in Contracts

Closing of Purchase. If a Securityholder elects to purchase up to its Pro Rata Portion of any New Securities set forth in any Company Notice, such purchase shall be consummated at such time and at such location selected by Boise Holdings upon reasonable advance notice. At the consummation of any purchase and sale of New Securities pursuant to this Article VI: (i) Boise Holdings shall issue or otherwise transfer to the electing Securityholder the certificates evidencing the New Securities being purchased, together with such other documents or instruments reasonably required by counsel for the Securityholder to consummate such purchase and sale; (ii) the Securityholder will deliver the cash consideration payable by wire transfer of immediately available funds to an account or accounts designated in writing by Boise Holdings (such designation to be made no later than two Business Days prior to the date of such consummation); (iii) Boise Holdings shall deliver to the Securityholder a written representation that the New Securities are being purchased and sold free and clear of any and all Encumbrances (other than Encumbrances under existing securities Laws and under this Agreement and the certificate of formation and limited liability company agreement for Boise Holdings); and (iv) the Securityholder shall deliver to Boise Holdings such written investment representations as may reasonably be required by counsel to Boise Holdings for securities Laws purposes and all other applicable representations and warranties as other purchasers of New Securities. Notwithstanding the foregoing, any purchase of New Securities pursuant to this Article VII shall be on the same terms and conditions as set forth in the Company Notice.

Appears in 2 contracts

Samples: Securityholders Agreement (Officemax Inc), Securityholders Agreement (Boise Cascade Co)

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Closing of Purchase. If a Securityholder Stockholder elects to purchase up to its Pro Rata Portion of any New Securities set forth in any Company Notice, such purchase shall be consummated at such time and at such location selected by Boise Holdings Newco upon reasonable advance notice. At the consummation of any purchase and sale of New Securities pursuant to this Article VIARTICLE VII: (i) Boise Holdings Newco shall issue or otherwise transfer to the electing Securityholder Stockholder the certificates evidencing the New Securities being purchased, together with such other documents or instruments reasonably required by counsel for the Securityholder Stockholder to consummate such purchase and sale; (ii) the Securityholder Stockholder will deliver the cash consideration payable by wire transfer of immediately available funds to an account or accounts designated in writing by Boise Holdings Newco (such designation to be made no later than two Business Days prior to the date of such consummation); (iii) Boise Holdings Newco shall deliver to the Securityholder Stockholder a written representation that the New Securities are being purchased and sold free and clear of any and all Encumbrances (other than Encumbrances under existing securities Laws and under this Agreement and the certificate of formation and limited liability company agreement for Boise Holdings)Encumbrances; and (iv) the Securityholder Stockholder shall deliver to Boise Holdings Newco such written investment representations as may reasonably be required by counsel to Boise Holdings Newco for securities Laws purposes and all other applicable representations and warranties as other purchasers of New Securities. Notwithstanding the foregoing, any purchase of New Securities pursuant to this Article VII shall be on the same terms and conditions as set forth in the Company Notice.

Appears in 2 contracts

Samples: Contribution Agreement (Tenneco Inc /De), Stockholders Agreement (Tenneco Inc /De)

Closing of Purchase. If a Securityholder Stockholder elects to purchase up to its Pro Rata Portion of any New Securities set forth in any Company Notice, such purchase shall be consummated at such time and at such location selected by Boise Holdings Timber Holding Co. upon reasonable advance notice. At the consummation of any purchase and sale of New Securities pursuant to this Article VI: (i) Boise Holdings Timber Holding Co. shall issue or otherwise transfer to the electing Securityholder Stockholder the certificates evidencing the New Securities being purchased, together with such other documents or instruments reasonably required by counsel for the Securityholder Stockholder to consummate such purchase and sale; (ii) the Securityholder Stockholder will deliver the cash consideration payable by wire transfer of immediately available funds to an account or accounts designated in writing by Boise Holdings Timber Holding Co. (such designation to be made no later than two Business Days prior to the date of such consummation); (iii) Boise Holdings Timber Holding Co. shall deliver to the Securityholder Stockholder a written representation that the New Securities are being purchased and sold free and clear of any and all Encumbrances (other than Encumbrances under existing securities Laws and under this Agreement and the certificate of formation and limited liability company agreement incorporation for Boise HoldingsTimber Holding Co.); and (iv) the Securityholder Stockholder shall deliver to Boise Holdings Timber Holding Co. such written investment representations as may reasonably be required by counsel to Boise Holdings Timber Holding Co. for securities Laws purposes and all other applicable representations and warranties as other purchasers of New Securities. Notwithstanding the foregoing, any purchase of New Securities pursuant to this Article VII shall be on the same terms and conditions as set forth in the Company Notice.

Appears in 1 contract

Samples: Stockholders Agreement (Officemax Inc)

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Closing of Purchase. If a Securityholder Stockholder elects to purchase up to its Pro Rata Portion of any New Securities set forth in any Company Notice, such purchase shall be consummated at such time and at such location selected by Boise Holdings Newco upon reasonable advance notice. At the consummation of any purchase and sale of New Securities pursuant to this Article VIVII: (i) Boise Holdings Newco shall issue or otherwise transfer to the electing Securityholder Stockholder the certificates evidencing the New Securities being purchased, together with such other documents or instruments reasonably required by counsel for the Securityholder Stockholder to consummate such purchase and sale; (ii) the Securityholder Stockholder will deliver the cash consideration payable by wire transfer of immediately available funds to an account or accounts designated in writing by Boise Holdings Newco (such designation to be made no later than two Business Days prior to the date of such consummation); (iii) Boise Holdings Newco shall deliver to the Securityholder Stockholder a written representation that the New Securities are being purchased and sold free and clear of any and all Encumbrances (other than Encumbrances under existing securities Laws and under this Agreement and the certificate of formation and limited liability company agreement for Boise Holdings)Encumbrances; and (iv) the Securityholder Stockholder shall deliver to Boise Holdings Newco such written investment representations as may reasonably be required by counsel to Boise Holdings Newco for securities Laws purposes and all other applicable representations and warranties as other purchasers of New Securities. Notwithstanding the foregoing, any purchase of New Securities pursuant to this Article VII shall be on the same terms and conditions as set forth in the Company Notice.

Appears in 1 contract

Samples: Stockholders Agreement (Pca Valdosta Corp)

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