Closings Deliveries Sample Clauses

Closings Deliveries. The closing of the repurchase and sale of the Repurchase Shares hereunder shall take place simultaneously when the Company issues certain shares in accordance with the Investment Agreement entered into by the Company and the relevant party thereto dated the date hereof or at such other time and place as may be mutually agreed upon by the Company and Shareholder (the “Closing”). At the Closing, the payment of the Repurchase Price to Shareholder shall be made by wire transfer in U.S. dollars to an account designated by Shareholder.
Sample 1
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Closings Deliveries. The closing of the repurchase and sale of the Repurchase Shares hereunder shall take place simultaneously when the Company issues certain shares in accordance with the Investment Agreement entered into by the Company and the relevant party thereto dated the date hereof or at such other time and place as may be mutually agreed upon by the Company and Shareholders (the “Closing”). At the Closing, the payment of the pro rate portion of the Repurchase Price to each Shareholder (in the amount as set forth opposite such Shareholder’s name in Exhibit A hereto) shall be made by wire transfer in U.S. dollars to an account designated by such Shareholder.
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Closings Deliveries. (a) Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place simultaneously with the execution and delivery of this Agreement at the offices of Fried, Frank, Harris, Shriver & Jacobson at One New York Plaza, New York, New York, 10000 (xxe dxxx xx xhe Cxxxxxx, xxx "XXXXXXX XXXX"). (x) At the Closing; (i) Seller will deliver to Purchaser one or more stock certificates registered in the name of Purchaser with duly executed stock powers endorsed in favor of Purchaser reflecting the number of Shares acquired by Purchaser pursuant to Section 1.1(a) of this Agreement (or if Investment Shares are held in electronic format, effect an electronic transfer to the account of Purchaser) evidencing Purchaser's ownership of the number of Shares acquired by Purchaser pursuant to Section 1.1(a) of this Agreement; (ii) Purchaser will deliver to Seller the Purchaser Aggregate Purchase Price by wire transfer of immediately available federal funds to the account previously specified by Seller in writing; (iii) Seller will deliver to the Company one or more stock certificates registered in the name of the Company with duly executed stock powers endorsed in favor of the Company (or effect a book entry transfer to the account of the Company) evidencing the Company's ownership of the Company Acquired Shares; (iv) the Company will deliver to Seller the Company Aggregate Purchase Price by wire transfer of immediately available federal funds to the account previously specified by Seller in writing; (v) The Company and Purchaser shall execute and deliver a stockholders agreement and registration rights agreement, each in the form and substance as agreed to as of the date hereof between the Company and Purchaser; and (vi) The Company and Purchaser shall execute and deliver an amendment to the Amended and Restated Memorandum of Understanding, dated as of November 15, 2001, between Purchaser and the Company, in the form and substance as agreed to date between the Company and Purchaser.
Sample 1
Closings Deliveries. (a) At the Tier One Closing Date: (i) the Tier One Sellers shall deliver, or cause to be delivered, to the Purchaser or its designees: (1) (A) if the Tier One Transferred Interests are certificated, certificates evidencing the certificated Tier One Transferred Interests, duly endorsed in blank and accompanied by an instrument of assignment and assumption of the Tier One Transferred Interests duly executed by the relevant Seller or (B) if the Tier One Transferred Interests are uncertificated, instruments of assignment and assumption of the Tier One Transferred Interests duly executed by the relevant Seller, in form and substance reasonably acceptable to the Purchaser, effecting the transfer of the uncertificated Tier One Transferred Interests to the Purchaser; (2) a certificate pursuant to Section 1445(b)(2) of the Code for each Tier One Seller, providing that such Tier One Seller’s regarded owner (for U.S. federal income tax purposes) is not a foreign person, substantially in the form provided in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) (a “FIRPTA Certificate”); provided that the Purchaser’s sole right in the event a Tier One Seller fails to cause such FIRPTA Certificate to be delivered pursuant to this clause (2) shall be to make an appropriate withholding to the extent required by Section 1445 of the Code; (3) the Transition Services Agreement, duly executed by an Affiliate of a Tier One Seller; (4) the instrument of release of Xxxxxx Seller I under the applicable Xxxxxx Security Agreement, duly executed by The Bank of New York Mellon Trust Company, N.A.; (5) the A&R Xxxxxx Operating Agreement, duly executed by the Xxxxxx Seller II; (6) the instrument of release of the O&M Interests from any Liens arising under that certain Guarantee and Collateral Agreement dated as of April 23, 2013 among Dynegy Inc., its subsidiaries from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee; and (7) such other agreements, documents, instruments or writings as are required to be delivered by the Tier One Sellers at or prior to the Tier One Closing Date pursuant to Section 6.02, the Xxxxxx Indenture or as are otherwise reasonably required in connection with this Agreement. (ii) The Purchaser shall make the payment required to be made by it pursuant to Section 2.02 and deliver, or cause to be delivered, to the Tier One Sellers or their respective designees: (1) the instrument of assignment and assumption, if applicable,...
Sample 1
Closings Deliveries. (a) On the First Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, the Company agrees to sell and issue, and each Purchaser who has executed and delivered to the Company the signature page to this Agreement prior to the First Closing Date agrees to subscribe for and purchase the Securities as set forth on such Purchaser’s signature page to this Agreement. On or prior to the First Closing Date, each such Purchaser shall deliver to the Company’s Segregated Account (as defined below) via wire transfer of immediately available funds an amount in United States Dollars equal to ninety-two percent (92%) of the principal amount of the Note purchased by the Purchaser as set forth on such Purchaser’s signature page to this Agreement. The Company shall return all subscription amounts in the Segregated Account to the appropriate Purchasers if the First Closing (as defined below) does not occur with respect to such Purchasers’ subscriptions on or before the End Date. (b) On each Subsequent Closing Date (as defined below), upon the terms and subject to the conditions set forth herein the Company agrees to sell, and each Purchaser who has executed and delivered to the Company the signature page to this Agreement after the First Closing Date but on or prior to the Subsequent Closing Date agrees to subscribe for and purchase, the Securities as set forth on such Purchaser’s signature page to this Agreement. Each such Purchaser shall deliver to the Company via wire transfer of immediately available funds an amount in United States Dollars equal to the ninety-two percent (92%) of the principal amount of the Note purchased by the Purchaser as set forth on the Purchaser’s signature page to this Agreement. The closing that occurs on the First Closing Date is referred to herein as the “First Closing” and the closing that occurs on a Subsequent Closing Date is referred to herein as a “Subsequent Closing.” The First Closing and each Subsequent Closing are individually referred to herein as a “Closing,” and collectively, the “Closings.” (c) At each Closing, the Company shall deliver to each Purchaser (i) a form of Note attached hereto as Exhibit A representing the aggregate principal amount of the Note purchased by such Purchaser, (ii) a form of Warrant attached hereto as Exhibit B and (iii) a Security Agreement attached hereto as Exhibit C. In the event of a closing of the Proposed IPO, within five (5) days after the closing, the Compan...
Sample 1
Closings Deliveries. 11 2.5 Issuances of Common Shares..........................................13
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Closings Deliveries. 12 2.7 Subsequent Sale of Shares of Series E Preferred Stock............... 14
Sample 1
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Closings Deliveries. The closing (the “Closing”) of the repurchase and sale of the Sale Securities hereunder shall take place on June 30, 2024, or such other date as mutually agreed by the Company and the Sellers, after satisfaction or waiver of all conditions set forth in Section 5 and Section 6 below.
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Closings Deliveries 
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Related to Closings Deliveries

  • Closing Deliveries (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

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

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