Closing of Put of Call Sample Clauses

Closing of Put of Call. Upon delivery of the Put Notice by Investor ---------------------- to the Common Holders,or of the Call Notice by the Common Holders to Investor the Common Holders, Holdings or either Subsidiary, as determined pursuant to Section 6.1, shall purchase all of the Shares owned by Investor at the Put Price and the closing of purchase and sale shall be completed on the earlier of (a) one hundred twenty (120) days after the date in which the Fair Value is determined, or (ii) on such other date as may be agreed by the Investor and the Common Holders. The closing shall occur at the domicile of Holdings and/or the Subsidiary where delivery of certificates representing the Shares owned by Investor shall be made by Investor with good title, free and clear of all liens, charges and encumbrances, against payment by certified check or wire transfer by the Common Holders for the aggregate Put Price, subject only to any applicable governmental authorizations, if any. 7. REMEDIES FOR BREACH -------------------
Sample 1

Related to Closing of Put of Call

  • 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 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. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • CLOSING OF IPO 38 8.10 Secretary's Certificate.........................................38 8.11 Employment Agreements...........................................38 8.12

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Closing Deliveries by Buyer Buyer shall have delivered or caused --------------------------- to be delivered to Sellers: (i) the Purchase Price to Sellers by wire transfer in immediately available funds to the accounts designated by Sellers; (ii) a certificate of an officer of Buyer substantially in the form of Exhibit A attached hereto to evidence compliance with Section 5.1 --------- ----------- hereof; (iii) an Assignment and Assumption Agreement by and among Buyer and Sellers substantially in the form of Exhibit B attached hereto (the --------- "General Assignment"), duly executed by Buyer as of the Closing Date; (iv) a License Agreement by and between Buyer and the Company for the licensing by Buyer to the Company of certain Purchased Assets necessary for the AOBR operations of the Company, substantially in the form of Exhibit C to be attached hereto (the "License --------- Agreement"), duly executed by Buyer; (v) an Independent Contractor Agreement by and between Buyer and Xxxxxxx for the transition of the Purchased Assets from the Company to Buyer (the "Independent Contractor Agreement"), which Independent Contractor Agreement shall be executed by Buyer and Xxxxxxx by no later than December 15, 1998; (1) certified copies of the Certificate of Incorporation and Bylaws of COMPS and (2) certificate of good standing for COMPS issued by the appropriate governmental office of its state of incorporation and each state in which it is qualified to do business; (vii) such other documents as Sellers may reasonably request for the purpose of facilitating the consummation of the transactions contemplated herein.

  • Accounting of Purchases Other than for consolidated accounting purposes, the Seller will not account for or treat the transactions contemplated hereby in any manner other than as a sale or contribution of the Transferred Assets by the Seller to the Purchaser; provided that solely for federal income tax reporting purposes, the Purchaser is treated as a “disregarded entity” and, therefore, the Conveyance of Transferred Assets by the Seller to the Purchaser hereunder will not be recognized.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following: