Delivery of Purchase Agreement Consideration Sample Clauses

Delivery of Purchase Agreement Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior thereto or, (ii) if permitted under the Purchase Agreement, Seller shall have elected the Cash Settlement Alternative pursuant to Section 1.3(d) of the Purchase Agreement and made the cash payment required by that Section, the Collateral Agent shall deliver to the Trust Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities then held by it hereunder representing the number of shares of Class A Common Stock and Marketable Securities distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Purchase Agreement. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to the Trust all cash or other assets then held by the Collateral Agent and required to be delivered under the Purchase Agreement; and (B) in any other case, if so instructed by the Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to the Trust, to the extent permitted to be delivered in lieu of cash required to be delivered on such date under Section 6.2 of the Purchase Agreement, the Marketable Securities then held by the Collateral Agent hereunder. Upon such delivery, the Trust shall hold such Class A Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever.
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Delivery of Purchase Agreement Consideration. On the Exchange Date, unless Pledgor shall have exercised its Cash Delivery Option, the Collateral Agent shall deliver to the Trust Common Stock (or, if an Adjustment Event shall have occurred, Reported Securities) then held by it hereunder representing the number of shares of Common Stock (or, if an Adjustment Event shall have occurred, Reported Securities) then required to be delivered under the Purchase Agreement. Upon such delivery, the Trust shall hold such Common Stock or Reported Securities, as the case may be, absolutely and free from any claim or right whatsoever.
Sample 1Sample 2
Delivery of Purchase Agreement Consideration. On the Exchange Date, unless a Reorganization Event shall have occurred prior thereto, the Collateral Agent shall deliver to the Trust Common Stock then held by it hereunder representing the number of shares of Common Stock then required to be delivered under the Purchase Agreement. If a Reorganization Event shall have occurred prior to the Exchange Date, then, if so instructed by the Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to the Trust, to the extent permitted to be delivered in lieu of cash required to be delivered on such date under Section 6.2 of the Purchase Agreement, the Marketable Securities then held by the Collateral Agent hereunder. Upon such delivery, the Trust shall hold such Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever.
Sample 1
Delivery of Purchase Agreement Consideration. On the Exchange Date, unless a Reorganization Event shall have occurred prior thereto, the Collateral Agent shall deliver to the Trust Common Stock then held by it hereunder representing the number of shares of Common Stock then required to be delivered under the Purchase Agreement. If a Reorganization Event shall have occurred prior to the Exchange Date, then the Collateral Agent shall deliver to the Trust Marketable Securities then held by the Collateral Agent hereunder representing the number of shares of Marketable Securities then required to be delivered under Section 6.2 of the Purchase Agreement. Upon such delivery, the Trust shall hold such Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever.
Sample 1
Delivery of Purchase Agreement Consideration. On each Settlement Date (unless Pledgor shall have exercised its Cash Delivery Option), or as required pursuant to the Purchase Agreement following any Event of Default, Cash Merger or Early Termination Event, the Collateral Agent shall deliver to the Purchaser cash, shares of Common Stock, Marketable Equity Securities and/or Transferable Exchangeable Securities then held by it hereunder representing, in each case, the number or amount of such property then required to be delivered under the Purchase Agreement. Upon such delivery, the Purchaser shall hold such cash, Common Stock, Marketable Equity Securities and/or Transferable Exchangeable Securities, as the case may be, absolutely and free from any claim or right whatsoever.
Sample 1

Related to Delivery of Purchase Agreement Consideration

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

  • Delivery of Purchased Assets The Seller shall have delivered possession of the Purchased Assets to the Purchaser, and shall have made all intangible Purchased Assets available to the Purchaser.

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

  • Delivery of the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • DATE OF DELIVERY OF PUT NOTICE A Put Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by Investor if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

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