Closing; Payment of Purchase Price. The sale of the Shares to be purchased by the Purchasers shall take place at the offices of X'Xxxxxxxx Graev & Karabell, LLP at 10:00 a.m., New York City time, at a closing (the "Closing") on the later of (a) the first Business Day after the conditions to closing set forth in Section 4 (other than those to be satisfied at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived by the party entitled to waive such condition) or (b) the first to occur of (i) the 163rd day after the date of this Agreement, (ii) the 10/th/ Business Day after the Company gives notice to Purchasers that the Company's Debt to Total Capitalization Ratio first equals or exceeds 0.6 , and (iii) the 10/th/ Business Day after the Company gives notice to Purchasers that the volume-weighted average of the closing price of the Company's Common Stock on the New York Stock Exchange for the preceding 20 trading days shall have exceeded $30.00 per share, or on such other Business Day thereafter or prior to such date as may be agreed upon by the Company and the Purchasers. The Company's Debt to Total Capitalization Ratio shall mean an amount determined by dividing (A) the sum of the Company's and its subsidiaries' funded debt, consisting of notes, capital leases, debentures (other than those issued to subsidiaries) and bank debt, less cash and cash equivalents, by (B) the total capitalization (funded debt, preferred stock of a subsidiary trust and stockholders' equity, less cash and cash equivalents) of the Company and its subsidiaries, all as set forth on a month end consolidated balance sheet of the Company prepared in accordance with generally accepted accounting principles. The names in which the Company will register the shares of the Stock to be purchased at the Closing are as set forth in Exhibit 1. At the Closing, the Company will deliver to the Purchasers the Shares to be purchased by the Purchasers in the form of such number of certificates representing such Shares as the Purchasers may reasonably request, dated the date of the Closing and registered in the names aforesaid, and the Purchasers jointly and severally shall deliver to the Company or its order immediately available funds in the amount of the purchase price for such Shares. If at the Closing the Company shall fail to tender to the Purchasers the Shares to be purchased by the Purchasers, as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have ...
Closing; Payment of Purchase Price. Whenever a right of first refusal under Section 22(c) of this Agreement is exercised, the purchase of the Offered Interest will take place at a closing, to be held at 10 a.m. thirty (30) days after the date on which the last option to buy is exercised or lapses, or after the date on which the last buyer becomes obligated to buy, at the Company’s office or at any other time, date and place to which the parties agree. At the closing, the selling Member or his or her legal representative shall execute such documents of Assignment and transfer as the purchasers may reasonably request. Each Member appoints the Company as such Member’s agent and attorney-in-fact to execute and deliver all documents needed to convey such Member’s Interest, if the selling Member is not present at the closing. This power of attorney does not terminate on the Member’s disability, and continues for so long as this Agreement is in effect except as otherwise required by law.
Closing; Payment of Purchase Price. The closing of the sale of the Offerer’s Membership Interest to the Offeree (the “Closing”) shall take place within 60 days after the Offeree agrees to such sale as set forth in this Section 10; unless the Offeror and Offeree mutually agree to hold the Closing at a different time. The purchase price for such sale shall be payable in cash by check or wire transfer of funds at the Closing.
Closing; Payment of Purchase Price. The purchase and sale of the Purchased Royalty shall take place remotely via the exchange of documents and signatures on the date hereof or such other place, time and date as the parties hereto may mutually agree (the “Closing”). At the Closing, the Buyer shall deliver (or cause to be delivered) payment of the Initial Purchase Price to the Seller by wire transfer of immediately available funds to one or more accounts specified by the Seller on Exhibit A.
Closing; Payment of Purchase Price. In the event any option described in this Article VIII is exercised: (a) the closing shall take place at the principal office of the Company within thirty (30) days following the date on which the option is exercised, except with regard to a deceased Member’s Membership Interest that is subject to probate, then such closing shall occur as soon as allowed pursuant to the administration of such deceased Member’s estate, and (b) the purchase price shall be paid in accordance with the same terms and conditions as any bona fide third party offer received by the transferor (including, as near as possible, security terms), or, in the absence of any such bona fide third party offer, the purchase price shall be the Fair Market Value to be paid, as Amended and Restated Operating Agreement Pediatric Specialty Care Properties, LLC 15 decided by the purchaser, in cash or by delivery of a promissory note in ordinary and customary form, payable with monthly interest at the prime rate of interest, as published in the Wall Street Journal, on the then outstanding principal balance, and in sixty (60) equal monthly installments of principal. Such interest and principal payments shall be made on the first business day of each month following closing. Such interest rate shall be adjusted on the first business day of each calendar quarter during the calendar year with the initial interest rate being the prime rate in effect for the calendar quarter of the closing. Such promissory note may be prepaid at any time without consent or penalty and shall be secured by the Membership Interest so acquired. The holder of any such promissory note shall have all of the rights and remedies of a secured creditor under the Arkansas Uniform Commercial Code. At the closing, the purchaser shall execute and deliver said promissory note, a security agreement in customary form, appropriate UCC financing statements and such other documents and instruments reasonably necessary in order to properly document the purchase of said Membership Interest upon the terms contained herein, and the seller shall execute and deliver a general warranty xxxx of sale and assignment and such other documents and instruments reasonably necessary in order to properly convey and transfer to the purchaser the Membership Interest to be transferred, free and clear of all liens, claims and encumbrances. In the event there are any governmental approvals or other third party consents required in connection with any such sale and...
Closing; Payment of Purchase Price. The sale of the Shares to be purchased by the Purchasers shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 10:00 a.m., New York City time, at a closing (the "Closing") on the later of (a) the first Business Day after the conditions to closing set forth in
Closing; Payment of Purchase Price. The closing of the purchase and sale of the Securities hereunder (the "Closing") shall occur on October 1, 1999 at the offices of Xxxxxxx Xxxx & Xxxxxxxxx, 787 Seventh Avenue, New York, New York, or such other date and location as may be agreed upon by the Company and the Investor; provided, however, the Closing shall not occur until the closing conditions set forth in Section 6 hereto have been satisfied. At the Closing: (a) the Investor and the Company shall execute and deliver the amendment and restatement to the Warrant Agreement, in the form of Exhibit A hereto (the "Amended and Restated Warrant Agreement"; this Agreement and the Amended and Restated Warrant Agreement are collectively referred to herein as the "Transaction Documents"); (b) the Company shall file articles of amendment designating the Series B Convertible Shares, the terms thereof to be in the form of Exhibit C hereto; and (c) in consideration and exchange for the delivery to the Investor at the Closing of a certificate for 2,500,000 Series B Convertible Shares, the Investor shall pay to the Company the Purchase Price by wire transfer of immediately available funds to an account previously designated in writing by the Company. The date of the Closing may be changed by mutual agreement of the Company and the Investor, and the date on which the Closing actually occurs is referred to herein as the "Closing Date."
Closing; Payment of Purchase Price. 13 Section 3.2 Bill of Sale 13 Section 3.3 Licensee Instruction 13 Section 3.4 Bilateral Common Interest and Joint Privilege Agreement 13 Section 3.5 Escrow Agreement 14 Section 3.6 Form W-9 14 Section 3.7 Form W-8BEN 14 Section 3.8 Additional Documents 14 Article 4 SELLER’S AND SELLER PARENT’S REPRESENTATIONS AND WARRANTIES 14 Section 4.1 Existence; Good Standing 14 Section 4.2 Authorization 14 Section 4.3 Enforceability 14 Section 4.4 No Conflicts 15 Section 4.5 Consents 15 Section 4.6 No Litigation 15 Section 4.7 Compliance with Laws 15 Section 4.8 No Undisclosed Events or Circumstances 15 Section 4.9 License Agreement 15 Section 4.10 Title to Purchased Royalty 18 Section 4.11 Intellectual Property 18 Section 4.12 UCC Representation and Warranties 19 Section 4.13 Brokers’ Fees 19 Section 4.14 Taxes 20 Section 4.15 No Implied Representations and Warranties 20
Closing; Payment of Purchase Price. Representations and Warranties of the Company. (a) Organization; Good Standing.
Closing; Payment of Purchase Price. The closing of the purchase and sale of the Securities hereunder (the "Closing") shall occur on January 16, 1998 at the offices of Xxxxxxx Xxxx & Xxxxxxxxx, 153 East 53rd Street, New York, New York, or such other date and location as may be agreed upon by the Company and the Investor; provided, however, the Closing shall not occur until the closing conditions set forth in Section 6 hereto have been satisfied. At the Closing: (a) the Investor and the Company shall execute and deliver the Warrant Agreement; (b) the Investor and the shareholders named therein shall execute and deliver a shareholders' agreement in the form of Exhibit B hereto (the "Shareholders' Agreement"); and (c) the Investor shall pay to the Company U.S. $18,000,000 in immediately available funds (to such account as the Company shall designate, not less than three business days prior to the Closing) against delivery to the Investor of a certificate for 13,333,333 Convertible Shares and a certificate for Warrants to purchase 10,000,000 Common Shares. The date of the Closing may be changed by mutual agreement of the Company and the Investor, and the date on which the Closing actually occurs is referred to herein as the "Closing Date."
