Delivery of Shares and Payment. On the date of the closing of the purchase of the Shares (which closing shall be the same as that of the closing of the GSCP/Constellation Purchase) (the "Closing"), (i) the Company shall issue certificates representing the Shares, together with duly executed stock powers, free and clear of all liens and restrictions of any kind (except for those imposed by applicable securities laws, this Agreement and the Note) and (ii) the Purchaser shall deliver or cause to be delivered to the Company (x) the Cash Payment by wire transfer of immediately available funds, to an account or accounts designated by the Company in a written notice to the Purchaser and (y) the Note, duly authorized and executed.
Delivery of Shares and Payment. At or before the Closing, Seller will deliver to the Purchaser, certificates representing all of the shares, which share certificates will be appropriately endorsed over to the Purchaser. At the Closing, Purchaser will deliver the certificate (s) representing the Payment Stock, which share certificate will be appropriately endorsed over to the Seller. At or before the Closing, seller shall transfer control of seller's corporate bank accounts to officers of purchaser.
Delivery of Shares and Payment. At the Time of Closing on the Date of Closing in respect of any sale and purchase of Purchased Shares, the parties shall attend at the offices where the closing is being held, the Vendor shall deliver to the Purchaser certificates representing the Purchased Shares, duly endorsed in blank for transfer (or, if the Depositary holds such certificates pursuant to Article 9, an acknowledgement that the Depositary holds such certificates for the Purchaser), and the Purchaser shall pay to the Vendor the Purchase Price (or the balance thereof after the repayment of any indebtedness referred to in section 8.1).
Delivery of Shares and Payment. On the date of the closing of the purchase of the Shares (which, with respect to the purchase of any shares after the initial purchase of shares by the purchaser, closing shall be the same as that of the closing of the GSCP/Constellation Purchase) (the "Closing"), (i) the Company shall issue certificates representing the Shares, together with duly executed stock powers, free and clear of all liens and restrictions of any kind (except for those imposed by applicable securities laws, this Agreement and the Note) and (ii) the Purchaser shall deliver or cause to be delivered to the Company (x) the Cash Payment by wire transfer of immediately available funds, to an account or accounts designated by the Company in a written notice to the Purchaser and (y) the Note, duly authorized and executed.
Delivery of Shares and Payment. At the Closing, subject to the terms and conditions of this Agreement,
(a) the Company shall :-
(i) deliver to the Purchaser share certificates in the name of the Purchaser or its nominee(s) representing the number of Shares to be purchased by the Purchaser under this Agreement; and
(ii) to deal with such other matters for the purpose of giving effect to the provisions of this Agreement and execute and/or procure to be executed all necessary documents; and
(b) the Purchaser shall :-
(i) make payment for the Shares in the total sum of Eighteen Million Six Hundred Thousand United States Dollars (US$18,600,000) by way of transferring or procurring to transfer the entire issued share capital of each of the companies set out in Exhibit A (the "Target Companies") to the Company or its designated nominee(s) and deliver to the Company certificates for the shares representing the entire issued share capital of each Target Company; and
(ii) to deal with such other matters for the purpose of giving effect to the provisions of this Agreement and execute and/or procure to be executed all necessary documents.
Delivery of Shares and Payment. In order to receive payment for shares of Original Common Stock or Converted Common Stock, as the case may be, upon exercise of a Put Option, the Holder thereof shall surrender to Xxxxxxx'x, at its address set forth pursuant to Section 14.01 of the Acquisition Agreement, a certificate or certificates representing the applicable shares of Common Stock to be purchased by Xxxxxxx'x, duly endorsed for transfer to Xxxxxxx'x. On the applicable Payment Date, or thereafter when Xxxxxxx'x receives the certificates representing the shares of Common Stock for which the Put Option is being exercised, as described in the preceding sentence, Xxxxxxx'x shall pay, by cashiers or certified check, to a Holder who has exercised a Put Option an amount equal to the Payment Amount; provided that if such payment is in excess of $1,000,000, at the request of such Holder such payment shall be made by wire transfer payable in federal or other immediately available funds. Notice of an intent to exercise a Put Option shall be irrevocable, and, on the next subsequent Payment Date, the shares of Original Common Stock or Converted Common Stock, as the case may be, referenced in such notice shall be converted into the right to receive the applicable Payment Amount.
Delivery of Shares and Payment. Subject to the conditions set forth in this Agreement, on or before December 31, 1996, Buyer shall deposit with the Escrow Agent, subject to the terms of the Escrow Agreement, the First
Delivery of Shares and Payment. At the Closing, subject to the terms and conditions of this Agreement,
(a) the Company shall :-
(i) deliver to the Purchaser share certificates in the name of the Purchaser or its nominee(s) representing the number of Shares to be purchased by the Purchaser under this Agreement; and
(ii) in respect of the Company and its Subsidiary :
(1) all statutory records and minute books (which shall be written up to date as at the Closing Date), all unissued share certificates (if any) and all other statutory records;
(2) all common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all assets and all current contracts and all other accounting records;
(3) copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Closing Date); and
(4) all correspondence and other documents belonging to the Company and/or its Subsidiary (including its constitutional documents); and
(iii) to deal with such other matters for the purpose of giving effect to the provisions of this Agreement and execute and/or procure to be executed all necessary documents; and
(b) the Purchaser shall :-
(i) pay the Seven Hundred Fifty Thousand United Sates Dollars (US$750,000) (or Five Million Eight Hundred Fifty Thousand Hong Kong Dollars (HK$5,850,000)) under Section 1.2(a); and
(ii) to deal with such other matters for the purpose of giving effect to the provisions of this Agreement and execute and/or procure to be executed all necessary documents.
Delivery of Shares and Payment. Dominion shall pay the purchase price for one-half of the Second Tranche by delivering $500,000 immediately available good funds in United States Dollars (the "Cash") to DynaGen and Sovereign shall pay the purchase price for one-half of the Second Tranche by delivery of that certain 7% Convertible Debenture due February 26, 1999 in the original principal amount of $500,000 (the "7% Debenture") to DynaGen. Promptly following receipt of the Cash and the 7% Debenture, but in any event within two business days thereafter, DynaGen shall deliver certificates (the "Certificates") for the shares of Series D Preferred Stock constituting the Second Tranche duly executed on behalf of DynaGen to Sovereign and Dominion. Time is of the essence with respect to the provisions of this Section 2.
Delivery of Shares and Payment. Endeavour shall pay the purchase price for the First Tranche by delivering immediately available good funds in United States Dollars to Samuxx Xxxxxxx, Xxq. (the "ESCROW AGENT") who shall promptly notify DynaGen of the receipt of such funds. Such funds shall be delivered to the Escrow Agent promptly, but in any event within two business days after the date hereof. Promptly following such notice, but in any event within two business days thereafter, DynaGen shall deliver a certificate (the "CERTIFICATE") for the shares of Series D Preferred Stock constituting the First Tranche duly executed on behalf of DynaGen to the Escrow Agent. Promptly, but in any event within one business day of receipt of the Certificate, the Escrow Agent shall deliver payment for the First Tranche to DynaGen by wire transfer of immediately available good funds in United States. Time is of the essence with respect to the provisions of this SECTION 2.
