Closing of Purchases. During the Purchase Period, no later than twenty (20) days prior to each Purchase 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 Purchase Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Purchase 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 information described in Exhibit A to the Sale and Servicing Agreement with respect thereto through such day. On or prior to the Purchase 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. The Sellers and Trust Depositor shall enter into a certificate of assignment (the "SALE ASSIGNMENT"), dated as of each Purchase Date, substantially in the form of EXHIBIT A hereto, identifying all Purchased Receivables being conveyed on such date and the Sellers shall execute an allonge (or other assignment in the case of Aruba Receivables) in the form of EXHIBIT C attached hereto with respect to Purchased Receivables sold hereunder. The Sale Price shall be payable by Trust Depositor in full by wire transfer on the Purchase Date to an account designated by the Sellers to Trust Depositor on or before the Purchase Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution of the Sale Assignment, 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' rights, title and interest in and to the following (items (i) - (vi) below, collectively, being referred to as the "ASSETS"):
(i) the Purchased Receivables identified...
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 Americas, New York, New York, 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:
(a) the Company shall deliver, or cause to be delivered, to such exercising Class A Holder, certificates representing the shares of Class A Stock to be purchased by such exercising Class A Holder, in the name of such holder, against payment of the purchase price therefor, as provided below;
(b) such exercising Class A Holder shall deliver to the Company an amount (the "Equity Purchase Price") equal to the product of (i) the applicable price per share determined pursuant to Section 5.1 of this Agreement and (ii) the number of Shares to be acquired by such exercising Class A Holder.
Closing of Purchases. 2 SECTION 2.02.
Closing of Purchases. The closing of the purchases pursuant to this Section 4 shall take place at the office of the Company or such other location as shall be mutually agreeable on a date three (3) days after the determination of the Final Purchase Price or, if applicable and required by law, two (2) business days after the later of (i) the expiration or termination of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and (ii) the receipt of any orders or approvals required by any federal or state regulatory authority, and (iii) the receipt of any orders or approvals or the expiration without action of any waiting period required by any European or United Kingdom competition authority. The purchase price shall be paid at the closing. At the closing, the selling Investor shall deliver to the purchasing party the certificates evidencing the Securities to be conveyed, duly endorsed and in negotiable form with all requisite documentary stamps affixed thereto.
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.
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. 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. 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. On or before ten days after execution of this Agreement (the "Initial Closing Date"), MCH shall purchase 250,000 Shares. MCH agrees to close the purchase of an additional 250,000 Shares not later than seven months after the Initial Closing Date. MCH agrees to close the purchase of the remaining 500,000 Shares not later than eleven months after the Initial Closing Date. After the Initial Closing Date, there may be multiple closings, provided that each closing is for not less than 25,000 shares. At the closings, the Purchaser shall tender certified funds in US$ by wire transfer or cashier's check to HII, and HII shall tender to the Purchaser the original certificate(s) evidencing the Shares being purchased. The shares, when delivered to and accepted by Purchaser, shall be free and clear of all adverse claims, security interests, liens, claims and encumbrances (other than restrictions under applicable securities laws and Section V - Voting Agreements of the Shareholders Agreement, hereafter defined). As an alternative, at the request of either party, HII shall engage a bank local to HII, having assets of at least US$ 1.0 billion, to serve as escrow agent (the "Escrow Agent") for the receipt of the purchase price and delivery of the original Share certificate(s). Purchaser shall be deemed to be in default under this Agreement if HII does not receive the full purchase price for the Shares being purchased according to the schedule set forth in this Paragraph 1.02 by the close of business on the dates specified, subject to Paragraph 1.06 hereof. (The date of the timely receipt by HII of the Full Purchase Price pursuant to this Paragraph 1.02 is referred to hereinafter as the "Final Closing Date").
Closing of Purchases. 2 SECTION 2.02. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.....................................................3 SECTION 2.03.
