CLOSING OF TRANSFERS Sample Clauses

CLOSING OF TRANSFERS. The closing for all purchases and sales of Securities provided for in this Agreement hereof shall be held at the offices of the Company. If any Stockholder (or a Related Transferee) who has become obligated to purchase or sell Securities hereunder is deceased on the closing date for such purchase or sale and such deceased person's personal representative shall not have been appointed and qualified by such date, then the closing shall be postponed until the 10th day after the appointment and qualification of such personal representative. If the closing date of such purchase or sale falls on a Saturday, Sunday or legal holiday, then the closing shall be held on the next succeeding business day. The purchase price for the Securities shall be paid at the closing by certified check or by cashier's or official bank check. At the closing, the seller(s) shall deliver to the purchaser(s) the certificate or certificates representing the Securities to be sold, duly endorsed in blank and bearing the necessary documentary stamps. Any Stockholder (or his personal representative or any Related Transferee of such Stockholder) which transfers Securities shall (a) do all things and execute and deliver all such papers as may be necessary or reasonably requested by the Company in order to consummate such transfer, (b) pay to the Company such amounts as may be required for any applicable stock transfer taxes and (c) pay to the Company any expenses incurred by the Company in connection with such transfer (including reasonable attorneys fees). In the event that a Stockholder (or, his personal representative or any Related Transferee of such Stockholder) having become obligated to sell Securities hereunder shall fail to deliver such Securities in accordance with the terms of this Agreement, the purchasers may, at their option, in addition to all other remedies they may have, send to the sellers by personal delivery or registered mail, return receipt requested, the purchase price of such Securities as is hereinabove specified. Thereupon, the Company shall (i) cancel on its books the certificate or certificates representing the Securities to be sold, (ii) issue, in lieu thereof, a new certificate or certificates in the name of the purchasers representing such Securities, (iii) deliver such new certificate or certificates to the Purchasers and (iv) give notice thereof to the sellers, and thereupon all of the sellers' rights in and to such Securities shall terminate.
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CLOSING OF TRANSFERS. The obligations of the Company to effect the Transfers shall be subject to the fulfillment at or prior to the Transfer Closing Date of the following additional conditions, which may be waived by the Company in writing in its sole discretion:
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CLOSING OF TRANSFERS. The Transfer Closing shall have occurred.
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CLOSING OF TRANSFERS. Sales of Stockholder Shares by any Stockholder to the Company or to any other Stockholder or Stockholders under the terms of this Agreement shall be made at the offices of the Company on a Business Day selected by the purchaser and the seller (subject to the provisions above with respect to closings of Transfers under Section 4). Delivery of certificates or other instruments evidencing such Stockholder Shares duly endorsed for transfer, and free and clear of any liens, claims or encumbrances other than this Agreement and restrictions imposed by federal or state securities laws, shall be made on such date against payment of the purchase price therefor.
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Related to CLOSING OF TRANSFERS

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

  • Closing of Transactions 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2

  • Closing of Transaction The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.

  • Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

  • Closing of Transfer Records After the close of business on the Closing Date, transfers of Target Shares outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation.

  • PROCESSING OF TRANSACTIONS (a) If transactions in Fund shares are to be settled through the National Securities Clearing Corporation's Mutual Fund Settlement, Entry, and Registration Verification (Fund/SERV) system, the terms of the Fund/SERV and Networking Agreement, between Company and American Century Services Corporation, an affiliate of Distributor, shall apply.

  • TIMING OF TRANSACTIONS Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the "Exchange") and the Company are open for business (each, a "Business Day"), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer agent by 9:30 a.m. Eastern time on the next Business Day will be executed at the net asset value determined as of the Close of Trading on that Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds' transfer agent after 9:30 a.m. Eastern time on the next Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds' transfer agent pursuant to the provisions set forth above is referred to herein as the "Trade Date". All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

  • Notice of Transfers In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

  • As Of Transactions For purposes of this Article M, the term “

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

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