Delivery and Closing. (a) Delivery of, and payment of the purchase price for, the Publicly Offered Notes shall be made at the office of Skadden, Arps, Slate Meagher & Flom LLP, Four Times Square, New York, New York 10036 ("Xxxxxxn"), xx at such other place as shall be agreed upon by you and the Company, at 10:00 A.M. on April 24, 2003, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Time of Delivery"). The Company will deliver such Publicly Offered Notes to the Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer to the Company of Federal (same day) funds, by causing DTC to credit such Publicly Offered Notes to the account of the Underwriter at DTC. The Company will cause the Publicly Offered Notes to be made available for examination by you in New York, New York at least twenty-four hours prior to the Time of Delivery at an office designated by the Underwriter (the "Designated Office"). The Publicly Offered Notes to be so delivered will initially be represented by one or more definitive global Notes in book-entry form registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Securities will be represented by book entries on the records of DTC and participating members thereof.
(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Publicly Offered Notes and any additional documents requested by the Underwriter pursuant to Section 7(q) hereof, will be delivered at the offices of Skadden (the "Closing Location"), and the Publicly Offered Notes will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 2:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.
Delivery and Closing. At 10h00 on the effective date, the parties shall meet at such premises as agreed to between them. At that meeting the seller shall:
9.1 deliver to the purchaser –
9.1.1 the share certificates in respect of the sale shares together with duly signed and currently dated share transfer forms in respect thereof duly completed in negotiable form;
9.1.2 a copy of a resolution of the seller approving the transaction contemplated in terms of this agreement.
Delivery and Closing. The Offeror, to the extent possible, shall deliver, or cause to be delivered, to the principal office of the Company or at such other location as shall be agreed upon by the Offeror and the Company and/or Major Stockholders electing to purchase the Offered Shares (hereafter, “Purchaser” or, if more than one, “Purchasers”), the certificate or certificates representing the Offered Shares to be transferred, duly endorsed in blank for transfer or accompanied by an appropriate stock power, together with all other documents necessary or appropriate for an effective transfer, on a date agreed to by the Purchasers and Offeror. If the Purchasers and Offeror do not agree on a date, the delivery and closing will take place at 10:00 a.m., California time, on the 10th day after the giving of the Final Notice. Each of the Purchasers shall, simultaneously with the delivery of the Offered Shares to the location as herein above provided, pay, or cause to be paid, the purchase price therefor to the Offeror. Each Purchaser shall be given by the Offeror a representation and warranty in form and substance reasonably satisfactory to each that the Offeror has good and marketable title to such Shares, free and clear of all liens, claims, encumbrances and security interests other than this Agreement, and that the Offeror has full right, power and authority to effect such sale.
Delivery and Closing. Upon execution and delivery of this Agreement,
a) the Company shall execute and deliver to Lender that certain 6.00% Secured Promissory Note having an original principal balance of $3,000,000.00 and in the form of Exhibit “C” attached hereto (the “Amended Note”); and
b) Vicis shall transfer and assign to the Company, and the Company shall accept and redeem from Vicis, all right, title and interest in and to the Existing Preferred Stock, the Common Stock, and the Existing Warrants, free and clear of any liens, charges, restrictions or encumbrances of any kind; and
c) Vicis shall transfer and surrender to the Company, free and clear of any liens, charges, restrictions or encumbrances of any kind, for cancellation of all right, title and interest in and to the Existing Debentures, including cancellation of all accrued and unpaid interest.
Delivery and Closing. 6.1 On the Implementation Date at the Implementation Time, a meeting shall be held at the offices of Bxxxxx Gxxxxxxxx Inc. in Sandton or at such other place as may be agreed between the Parties, at which the following matters shall be completed by them in the following order of priority:
6.1.1 the Purchaser shall perform its obligations set out in clause 4.1.1 and provide to the Seller valid proof, reasonably satisfactory to the Seller, of the payment having been made;
6.1.2 the Seller shall then deliver to the Purchaser:
6.1.2.1 the share certificates for the Sale Shares (in respect of which the “non-resident” endorsement shall have been cancelled by an authorised dealer of the South African Reserve Bank), together Share Sale Agreement — Execution Copy (signature) 05/02/2007 16 with such duly executed transfer forms as may be required for the lawful transfer of such shares to the Purchaser;
6.1.2.2 original letters of resignation of all the directors appointed to the boards of the Companies and the Subsidiaries (the costs of which resignations shall, for the sake of clarity, be borne solely by the Seller);
6.1.2.3 a written cession in respect of the Sale Claims and the Trading Claims, signed by the Seller as cedent, reflecting the Purchaser as cessionary;
6.1.2.4 a certified copy of a resolution duly passed by its board of directors, pursuant to which it is resolved that the Seller enters into this Agreement (a final draft of which shall have been circulated to the board), and that a specified person is authorised to sign this Agreement for and on behalf of the Seller;
6.1.2.5 resolutions, which may be subject to the implementation of this clause 6, passed by the board of directors of each Company approving of the following matters:
6.1.2.5.1 the transfer of the Sale Shares from the Seller to the Purchaser, and accordingly the registration in that Company’s register of members of the Purchaser as the holder of the Sale Shares;
6.1.2.5.2 the cession of the Sale Claims and the Sale Trading Sale Claims from the Seller to the Purchaser;
6.1.2.5.3 the appointment to each Company’s board of directors of directors nominated by the Purchaser;
6.1.2.5.4 the resignation of the directors referred to under clause 6.1.2.2; Share Sale Agreement — Execution Copy (signature) 05/02/2007 17
6.1.2.5.5 generally approving the transactions set out in this Agreement; and
6.1.3 the Purchaser shall deliver to the Seller a certified copy of a resolution duly passed by its board o...
Delivery and Closing. XTI shall present each Aircraft to the Buyer for Inspection, acceptance and subsequent delivery according to the delivery schedule attached as Exhibit C, which may be amended from time to time by the parties at the request of the Buyer. Final payment and closing of the purchase of each Aircraft shall occur following XTI’s written notice to Buyer (the “Notice”) that an Aircraft scheduled for delivery is in compliance with the conditions set forth in Section 8 above and is ready for Inspection, and that XTI is prepared to deliver the Aircraft to Buyer following Inspection. Upon receipt of the Notice from XTI, the Buyer will confirm with XTI the date of commencement of the applicable Inspection and anticipated date of delivery. Delivery of each Aircraft shall take place at the Inspection site unless otherwise agreed upon in writing. XTI shall deliver the Notice to the Buyer no less than thirty (30) days prior to the proposed delivery date. XTI shall execute and provide to the Buyer an FAA Bill of Sale and Warranty Bill of Sale, with the FAA Bill of Sale to be recorded upon on the closing of the delivery and receipt by XTI of payment of the Total Purchase Price for the applicable Aircraft. In the event Buyer fails to take delivery of and purchase the Aircraft within two (2) business days after Acceptance, XTI shall be entitled to retain the Deposit applicable to the affected Aircraft. Title and risk of loss or damage to each Aircraft shall pass to the Buyer at the time of delivery.
Delivery and Closing. The Probes shall be delivered to the applicable Operator for use after the Closing. Title to the Probe shall pass to Buyer at the same point of delivery that Seller takes delivery of the Probe from Manufacturer at the Closing subject to the rights of Seller as tenant under the Equipment Lease.
Delivery and Closing. 6.1 At 10:00 on the closing date, representatives of the purchaser and the seller shall meet at the offices of [Fortes King ] situated at [64 Xxxxx Xxxxet ], Cape Town.
6.2 At the meeting referred to in 6.1, the seller shall deliver to the purchaser the documents of title, which delivery the purchaser shall accept.
6.3 The seller furthermore agrees to sign all such documents and further do all such things as may be necessary to give effect to the provisions of this agreement and to procure the transfer of the shares and the claims to the purchaser.
Delivery and Closing. (a) Delivery of, and payment of the purchase price for, the Publicly Offered Notes shall be made at the office of Mayer, Brown, Rowe & Maw LLP, 71 S. Wacker Drive, Chicago, Illinois 60606 ("MBR&M"), xx at such othex xxxxx xx xhall be agreed upon by you and the Company, at 10:00 A.M. on August 2, 2006, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Time of Delivery" or the "Closing Date"). The Company will deliver such Publicly Offered Notes to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer to the Company of Federal (same day) funds, by causing DTC to credit such Publicly Offered Notes to the account of the Underwriters at DTC. The Company will cause the Publicly Offered Notes to be made available for examination by you in Chicago, Illinois at least 6 UNDERWRITING AGREEMENT
Delivery and Closing. 59 11.1 Delivery (Closing) and Consummation............................ 59
