Closing of Purchases. During the Purchase Period, no later than eleven (11) days prior to each Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Transfer Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers will deliver or cause to be delivered to Trust Depositor a notice specifying all outstanding Eligible Receivables currently owned by the Sellers which the Sellers wish to sell, transfer and absolutely assign pursuant to this Agreement, together with the items set forth on Schedule IB to the Sale and Servicing Agreement with respect thereto. On or prior to the Transfer Date, Trust Depositor will notify the Sellers of the Eligible Receivables it will purchase (the "Purchased Receivables") on such date and the cash purchase price (the "Sale Price") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers to the Trust Depositor. On each Transfer Date, the applicable Seller shall execute an assignment (the "Sale Assignment"), dated as of such Transfer Date, substantially in the form of Exhibit A hereto, Allonges (or other assignment in the case of Aruba Receivables) which have been stapled to the original notes evidencing, as applicable, the Receivables and Mortgage Assignments with respect to each of the Receivables and related Assets being purchased on such Transfer Date by the Trust Depositor. The Sale Price shall be payable by Trust Depositor in full by wire transfer on the Transfer Date to an account designated by the applicable Seller to Trust Depositor on or before the Transfer Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution and delivery of the Sale Assignment, the Allonges and the Mortgage Assignments, as applicable, in respect thereof, the Sellers shall have, and shall be deemed for all purposes to have sold, transferred, assigned, set over and otherwise conveyed to Trust Depositor, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documents, all the Sellers' right, title and interest in and to the Purchase...
Closing of Purchases. The closing of purchases of Shares -------------------- pursuant to the exercise of Equity Purchase Rights by the exercising Class A Holder shall take place on a date specified by the exercising Class A Holder, which date shall be within 30 days after the exercise of such Equity Purchase Rights, at the offices of King & Xxxxxxxx, 0000 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., New York City time, or at such other date, time or place as the Company and such exercising Class A Holder may otherwise agree. At such closing:
Closing of Purchases. The Closing of the purchase of Post-Closing Management Stock pursuant to this Section 4.9 shall take place within forty-five (45) days from the date the procedures set forth in Section 4.9 are complied with, at the time and place chosen by the Company, which shall be reasonably convenient to all parties.
Closing of Purchases. Any closing for the purchase and sale of Shares pursuant to this Agreement (a "Closing") shall, unless otherwise agreed to by all of the Purchasers (as defined below) and Selling Shareholder, be held at the principal executive offices of the Company during regular business hours. The precise date and hour of the Closing shall be fixed by the Purchaser or Purchasers (within the time limits allowed by the provisions of this Agreement) by notice in writing to the Selling Shareholder given at least five (5) days in advance of the Closing date specified. In the event that more than one (1) Purchaser is involved in a Closing and the Purchasers cannot agree on a precise time of Closing, the precise time of settlement (within the time limits allowed by the provisions of this Agreement) shall be fixed by the Board of Directors by five (5) or more days written notice to the Purchasers and Selling Shareholder. For purposes of this Agreement, "Purchaser(s)" shall mean the Company and/or the Offeree Shareholders and/or any third party purchaser or Person electing to purchase shares pursuant to the terms of this Agreement.
Closing of Purchases. Section 5 of the Stock Purchase Agreement is hereby amended to read in full as follows: "The closing of each purchase and sale of shares shall be held on the Closing Date for the purchase specified in Section 3 (as amended by Section 1 of this Amendment). Each closing will be accomplished by the delivery of immediately available funds in the amount of the purchase price to be paid by wire transfer to the account of the Company. Promptly upon being notified by its
Closing of Purchases. 4- SECTION 2.02. ASSIGNMENT OF AGREEMENT.................................................................-5- SECTION 2.03. CONVEYANCE OF SUBSEQUENT RECEIVABLES....................................................-6- ARTICLE III
Closing of Purchases. 2 SECTION 2.02. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.....................................................3 SECTION 2.03.
Closing of Purchases. 2 SECTION 2.02.
Closing of Purchases. The closing of each purchase and sale of shares shall be held on the Closing Day at the offices of Purchaser, 560 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:30 a.m. local time. At the closing the Company will deliver to the Purchaser a certificate evidencing the shares to be purchased against delivery of the purchase price by the Purchaser in immediately available funds by wire transfer to the account of the Company specified in a writing which the Company will deliver to the Purchaser at least two business days prior to each Closing Day. The certificate evidencing the shares will be delivered at the closing upon receipt by the Company of confirmation from its bank that the purchase has been received.
Closing of Purchases. The closing of any purchase to be made under a Purchase Option shall each take place as soon as reasonably practicable (but in no event later than one-hundred twenty (120) calendar days) following the last to occur of the expiration of any of the Micron [***] Purchase Option, the Intel Purchase Option, the Micron Purchase Option or a Remaining Facility Purchase Offer, the completion of the Draft and the expiration of the thirty (30) day period contemplated by Section 5.5. The closing of any such Purchase Option shall take place at the principal office of the Applicable Joint Venture that owns or leases the relevant Facility, or at such other time and location as the Parties or their Relatives, as appropriate, may mutually determine. At the closing of the Purchase Options, the applicable assets, rights or equity interest, as applicable, shall be conveyed, assigned or otherwise transferred to the Party purchasing such assets, rights or equity (or such Party’s designee), free and clear of any liens and encumbrances other than liens securing indebtedness exclusively associated with the applicable Fab, and each Party (or such Party’s designee) shall pay the Applicable Joint Venture the purchase price for the assets, rights or equity it is purchasing from such Applicable Joint Ventures by wire transfer of immediately available funds and such Applicable Joint Venture shall deliver to each Party (or such Party’s designee) such instrument(s) of conveyance as the purchasing Party (or such Party’s designee) reasonably requests. For purposes hereof, the term “Purchase Options” shall mean any purchase made under Section 5.4 and the Micron [***] Purchase Option, the Intel Purchase Option, the Micron Purchase Option and any Remaining Facility Purchase Offer.
