Closing of Tag-Along Sale. If any Tagging Person exercises its Tag-Along Right hereunder with respect to a Tag-Along Sale, on the closing date for such Tag-Along Sale such Tagging Person shall deliver (i) to the purchaser specified in the Tag-Along Notice for such Tag-Along Sale a certificate or certificates representing the shares of Common Stock which it has elected to sell (net of any reduction pursuant to Section 2.09(a)), together with appropriate instruments of transfer duly endorsed in blank, against payment by such purchaser of the aggregate consideration payable for such shares at the per share consideration specified in such Tag-Along Notice, and (ii) to the Selling Stockholder all costs, expenses and other amounts to be paid by such Tagging Person in connection with such Tag-Along Sale pursuant to Section 2.09(g).
Closing of Tag-Along Sale. At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees that have timely and properly elected to sell Subject Securities pursuant to Section 2.3(b), shall execute and deliver such documents or instruments reasonably requested by the proposed transferee and deliver to the proposed transferee certificates and/or other instruments representing the Subject Securities to be sold, free and clear of all Liens, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Subject Securities as described in the Participation Notice. Any Subject Securities acquired by a Third Party pursuant to this Section 2.3 from the JWC Holders and/or the Participating Offerees shall be held by such acquiring Third Party subject to the terms and conditions of this Agreement.
Closing of Tag-Along Sale. At the closing of such Tag-Along Sale, each of the Tag-Along Investors shall deliver all documents and instruments reasonably requested by the Transferring Investor(s) evidencing the Transfer of such Tag-Along Investor’s Units which are to be sold in connection with such sale against payment of the purchase price therefor by check or wire transfer to the account or accounts specified by such Tag-Along Investor.
Closing of Tag-Along Sale. Upon the consummation of the Transfer of Stock to the Third Party Transferee pursuant to a Third Party Disposition, the Bzinfin Transferor shall (a) cause the Third Party Transferee to remit directly to each Included Stockholder the sales price of its Stock Transferred pursuant thereto and (b) furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may reasonably be requested by such Included Stockholder.
Closing of Tag-Along Sale. At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Stockholder, together with all Participating Offerees that have timely and properly elected to sell Common Stock Equivalents pursuant to Section 3.3(b), shall execute and deliver such agreements for the sale of such Common Stock Equivalents and such other agreements, instruments and certificates as the Initiating Stockholder shall execute and deliver in connection with such Transfer and deliver to the proposed transferee certificates and/or other instruments representing the Common Stock Equivalents to be sold, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement), together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Common Stock Equivalents as described in the Participation Notice. All Common Stock Equivalents acquired by a Third Party pursuant to this Section 3.3 from the applicable JWC Holders and/or the Participating Offerees shall be held by such acquiring Third Party subject to the terms and conditions of this Agreement or be free from such terms and conditions, in each case, as the transferring JWC Holder and the acquiring Third Party shall agree.
Closing of Tag-Along Sale. At the closing of any proposed Xxxxxxx Transfer in respect of which an Xxxxxxx Participation Notice has been delivered, Xxxxxxx together with all Infinity Participants that have timely and properly elected to sell Subject Securities pursuant to Section 4.2(a), shall execute and deliver to the proposed transferee certificates and/or other instruments representing the Subject Securities to be sold, free and clear of all Liens, together with stock or other appropriate powers duly endorsed therefor, and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Subject Securities as described in the Xxxxxxx Participation Notice. The Infinity Participants shall not be required to make any representations, warranties, covenants or agreements with the proposed transferee, other than with respect to good title, valid existence, non-contravention, no legal proceedings, and other representations, warranties, covenants and agreements related to the sale, free and clear of all liens, by the Infinity Participants. The Infinity Participants shall not be required to assume any contractual obligations of other sellers or the Company under the Agreement negotiated between Xxxxxxx and/or the Company and the purchaser of the Change of Control Shares.
Closing of Tag-Along Sale. At or prior to the closing of the Tag-Along Sale, each participating Tag-Along Stockholder shall deliver to the Buyer(s) certificates evidencing the Tag-Along Securities to be conveyed by Tag-Along Stockholder, duly endorsed or accompanied by stock powers or other appropriate instruments of transfer duly executed in blank, free and clear of all liens, encumbrances, security interests, adverse claims or other restrictions (other than those created by this Agreement), against payment of the purchase price therefor.
