Closing of the Repurchase Sample Clauses

Closing of the Repurchase. The closing of the Repurchase Option transaction shall occur not more than 30 days nor less than 5 days after either (i) the agreement of the parties of the Fair Market Value or (ii) the final determination of the Fair Market Value by the Bank (it being understood that such closing may be done remotely for the convenience of the parties). At such closing, the Executive shall deliver his Common Units (including all certificates (if any exist) evidencing the Common Units to the Company (and/or any assignees of the Company's repurchase right), and the Company (and/or any assignees) shall pay for the Common Units to be purchased pursuant to the Repurchase Option by delivery of a bank check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Company is either (i) prohibited from paying the Repurchase Price in cash by any binding contract, agreement or understanding with any Person or (ii) prohibited by applicable law from paying the Repurchase Price in cash, then the Company shall pay, in the form of a negotiable promissory note, the Repurchase Price for such securities. Such promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the greater of (a) the then applicable borrowing rate of the Company or its principal operating subsidiary pursuant to its then current credit agreement (the "Credit Agreement") and (b) the applicable prime rate in effect from time to time as announced by Citibank, N.A. in New York, New York shall have all principal and accrued interest due and payable upon maturity and shall mature no later than the third anniversary of the issuance of such promissory note.
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Closing of the Repurchase. Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the Company shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such shares and the time and place for the closing of the transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the Company (and/or any assignees of the Company's repurchase right), and the Company (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Board determines in its good faith discretion that the Company is not in a position to pay in cash any -5- 6 or all of the Repurchase Price for Executive Securities to be repurchased by it. The Company may pay, in the form of a promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the earliest to occur of a Qualified Sale of the Company or the fifth anniversary of the issuance of such promissory note. The purchasers of Executive Securities hereunder shall be entitled to receive customary representations and warranties from the sellers regarding good title to such shares, free and clear of any liens or encumbrances.
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Closing of the Repurchase. The repurchase of the Unvested Shares will be recorded on the transfer books of the Company immediately following the Repurchase Event and Participant may demand and receive payment pursuant to Section 4.2 for the Unvested Shares at any time thereafter. Failure to timely remit the Repurchase Price to Participant shall not invalidate the Company’s repurchase right as set forth in Section 4.1. Participant agrees to execute any documentation necessary to fully effectuate the transfer of the forfeited Unvested Shares to the Company following the Repurchase Event.
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Closing of the Repurchase. At the closing of the repurchase, the holders of Option Shares shall deliver all certificates evidencing the Option Shares to be repurchased (accompanied by duly executed stock powers) to the Company (and/or any assignees of the Company’s Repurchase Right), and the Company (and/or any assignees) shall pay for the Option Shares to be purchased pursuant to the Repurchase Right by delivery of a check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such Option Shares; provided that the Company may pay the Repurchase Price for such Option Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Participant to the Company. The holders of Option Shares to be repurchased shall, at the Company’s request, provide customary representations and warranties with respect to such holder’s good title to the Option Shares, free and clear of any liens or encumbrances.
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Closing of the Repurchase. Subject to any STB approval requirements, the "Repurchase Closing" shall take place on the fifth business day after receipt of such notice by KCS at such time and place as agreed to in writing by KCS and TFM. At the Repurchase Closing and subject to any STB orders or directions, TFM shall pay the Purchase Price for its repurchase of the Transferred Shares in cash by wire transfer of same day funds. At the Repurchase Closing, KCS shall deliver to TFM stock certificates representing the Transferred Shares endorsed in blank or accompanied by duly executed assignment documents or, if the Transferred Shares are being held by the Trustee pursuant to the Voting Trust Agreement, KCS shall deliver to TFM a certificate certifying that KCS has given the Trustee irrevocable instructions to deliver to TFM stock certificates representing the Transferred Shares endorsed in blank or accompanied by duly executed assignment documents.
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Closing of the Repurchase. Any shares repurchased pursuant to this Section 4 shall be transferred at a closing to be held at the principal office of the Company no later than ten (10) days after the expiration of the ninety (90) day period specified in Section 4.1. Failure to timely remit the Repurchase Price to the Grantee shall not invalidate the Company’s repurchase obligation and right as set forth in Section 4.1.
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Closing of the Repurchase. Within fifteen (15) days after the Company’s exercise of its Purchase Option pursuant to subsection (a) above, (i) the Custodian shall deliver to the Company the certificates and stock powers representing the Shares which the Company has elected to purchase under its Purchase Option; (ii) the Company shall mail or deliver to the Stockholder a check in the amount payable to the Stockholder hereunder for such Shares; and (iii) the Custodian shall mail or deliver to the Stockholder any certificates and stock transfer powers held by the Custodian representing Shares not purchased by the Company.
Sample 1
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Closing of the Repurchase. At the closing of the repurchase, the Participant shall deliver all certificates evidencing the Option Shares to be repurchased (accompanied by duly executed stock powers) to the Company, and the Company shall pay for the Option Shares to be purchased pursuant to the Repurchase Right by delivery of a check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such Option Shares. The Participant shall, at the Company’s request, provide customary representations and warranties with respect to the Participant’s good title to the Option Shares, free and clear of any liens or encumbrances.
Sample 1
Closing of the Repurchase. The repurchase of unvested Award Shares pursuant to this Section 3 will occur at the Company’s executive offices no later than ten (10) days after written notice to the Recipient of the exercise of these repurchase rights. The check for the repurchase price will be mailed to the Recipient at the Company’s last known address for the Recipient unless the Recipient is present at the closing to receive payment. The Recipient shall cease to be the shareholder of record as to the unvested Award Shares repurchased pursuant to this Section 3 as of the date of such closing except that the Recipient shall also forfeit any distributions not previously paid to the Recipient with respect to repurchased unvested Award Shares and the Company shall have the right to withhold the amount of such distributions from the payment of the repurchase price. Upon request of the Company, the Recipient shall be obligated to return to the Company any distributions received by the Recipient with respect to repurchased unvested Award Shares.
Sample 1

Related to Closing of the Repurchase

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Purchase and Sale of the Sponsor Warrants (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • The Closing On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger (1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).

  • Purchase and Sale of the Purchased Assets Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets: (a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereon; (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) located at the Real Property and held for use primarily in the conduct of the Business and (ii) those assets of Seller related primarily to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c); (d) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily in the conduct of the Business (collectively, the “Inventory”); (e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”); (f) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Business.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Second Closing The obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the New Series B Investors and the holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) (i) As of the First Closing, the authorized capital stock of the Company consisted solely of (1) ten million (10,000,000) shares of Common Stock, of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) sufficient shares of Common Stock for issuance upon conversion or redemption of all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the First Closing, the capitalization of the Company was as set forth in the Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Company or any of its Subsidiaries and (II) for each such option, warrant or right, the holder thereof, the date of grant, the exercise price and the number of shares subject thereto.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

  • Purchase and Sale of Investments of the Fund (a) Promptly after each purchase of Securities for the Fund, the Fund shall deliver to the Custodian (i) with respect to each purchase of Securities which are not Money Market Securities, a Certificate; and (ii) with respect to each purchase of Money Market Securities, either a Written Instruction or Oral Instruction, in either case specifying with respect to each purchase: (1) the name of the issuer and the title of the Securities; (2) the number of shares or the principal amount purchased and accrued interest, if any; (3) the date of purchase and settlement; (4) the purchase price per unit; (5) the total amount payable upon such purchase; (6) the name of the person from whom or the broker through whom the purchase was made, if any; and (7) whether or not such purchase is to be settled through the Book-Entry System or the Depository. The Custodian shall receive the Securities purchased by or for the Fund and upon receipt of Securities shall pay out of the monies held for the account of the Fund the total amount payable upon such purchase, provided that the same conforms to the total amount payable as set forth in such Certificate, Written or Oral Instruction. (b) Promptly after each sale of Securities of the Fund, the Fund shall deliver to the Custodian (i) with respect to each sale of Securities which are not Money Market Securities, a Certificate, and (ii) with respect to each sale of Money Market Securities, either Written Instruction or Oral Instructions, in either case specifying with respect to such sale: (1) the name of the issuer and the title of the Securities; (2) the number of shares or principal amount sold, and accrued interest, if any; (3) the date of sale; (4) the sale price per unit; (5) the total amount payable to the Fund upon such sale; (6) the name of the broker through whom or the person to whom the sale was made; and (7) whether or not such sale is to be settled through the Book-Entry System or the Depository. The Custodian shall deliver or cause to be delivered the Securities to the broker or other person designated by the Fund upon receipt of the total amount payable to the Fund upon such sale, provided that the same conforms to the total amount payable to the Fund as set forth in such Certificate, Written or Oral Instruction. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

  • First Closing The First Closing shall have occurred.

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