Payment and Closing. As promptly as practicable following the closing of the Purchaser’s issuance of a new series of convertible senior notes, as contemplated by that certain Notice of Repurchase, dated December 15, 2016, sent by the Purchaser and Amicus International and acknowledged by the Seller, Purchaser shall pay the Purchase Price for the Purchased Notes in cash, by cashier’s check or by wire transfer of immediately available funds to an account designated by Seller, and against such payment, Seller shall deliver to Purchaser each of the Purchased Notes, with such instruments of transfer or assignment as are reasonably necessary to effect the transfer.
Payment and Closing. ADRs evidencing the ADSs to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives or their United States selling agents may request upon at least forty-eight hours’ notice to the Company prior to each Time of Delivery (the “Notification Time”), shall be delivered on each Time of Delivery by or on behalf of the Company to the Representatives or their United States selling agents, through the facilities of the Depositary or The Depository Trust Company (“DTC”), for the account of each such Underwriter. Subsequent to such delivery of ADRs evidencing the ADSs for the account of each such Underwriter by or on behalf of the Company, each such Underwriter shall pay the purchase price therefor (net of expenses as set forth in Section 6 hereof) by wire transfer to the account designated by the Company payable to the order of the Company in Federal (same day) funds. The Company will cause the certificates representing ADRs evidencing the ADSs to be made available by the Depositary or the Company, as applicable, for checking at least twenty-four hours prior to the Time of Delivery with respect thereto at the office of the Depositary or DTC, as applicable, or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm ADSs, 9:00 a.m., New York time, on [November 21], 2006 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional ADSs, 9:00 a.m. New York time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional ADSs, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm ADSs is herein called the “First Time of Delivery”, such time and date for delivery of the Optional ADSs, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.
Payment and Closing. The Forward Seller will deliver the Offered Shares, with transfer taxes thereon duly paid, to the Underwriters in book-entry form through the facilities of DTC for the account of the Underwriters against payment of the Purchase Price in federal (same day) funds by wire transfer to an account of the Forward Seller in connection with the closing of such transactions, at the offices of Xxxxx Xxxx & Xxxxxxxx XXX, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on August 9, 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Lead Underwriter, the Forward Purchaser, the Forward Seller and the Selling Shareholder may agree upon in writing. The time and date of such payment for the Offered Shares are referred to herein as the “Closing Date.”
Payment and Closing. 2.1 The closing of the purchase and sale of the Preferred Shares (the “Closing”) will take place on July 11, 2014 (the “Closing Date”), provided that the Issuer and the Subscriber may agree on an alternate Closing Date which will be no later than July 18, 2014.
2.2 On the Closing Date, the Issuer will deliver a certificate representing the Preferred Shares to the Subscriber, in accordance with the registration instructions on page 1 of this Agreement, against payment of the Purchase Price by the Subscriber to the Issuer. The Purchase Price shall be paid by wire to the Issuer pursuant to the wire instructions set out in Exhibit B on or before the Closing Date.
2.3 The Closing is conditional upon and subject to:
(a) the filing of a Form 11 – Notice of Alteration with the British Columbia Registrar of Companies under the BCBA to create and designate the Series A Preferred Shares;
(b) the Issuer having obtained all necessary approvals and consents (the “Required Consents and Approvals”), including regulatory approvals for the Offering which will include the approval of the Toronto Stock Exchange and NASDAQ to the completion of the Offering and the listing of the common shares of the Issuer (the “Common Shares”) issuable upon conversion of the Preferred Shares (the “Conversion Shares”); and
(c) the issue and sale of the Preferred Shares being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities legislation relating to the sale of the Preferred Shares, or the Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum.
2.4 Notwithstanding anything to the contrary contained in this Agreement, if the Closing does not occur by July 18, 2014, the Subscriber may terminate this Agreement by providing written notice to the Issuer, following which the Issuer shall forthwith deliver all funds tendered in connection with this Agreement to the Subscriber without deduction.
2.5 The Subscriber shall complete, sign and return to the Issuer as soon as possible, on request by the Issuer, any additional documents, questionnaires, notices and undertakings as may be reasonably required by any regulatory authorities and applicable law.
2.6 Both parties to this Agreement acknowledge and agree that XxXxxxxx LLP has acted as counsel only to the Issuer and is not protecting the rights and intere...
Payment and Closing. In consideration of the sale of the Interest by Pioneer USA to MLP, MLP, at the Closing, shall pay to Pioneer USA $141,061,250 in cash by wire transfer to an account designated by Pioneer USA. The Closing will occur on the date of this Agreement. The Closing and the transactions described in Section 2.2 of the Contribution Agreement shall all occur simultaneously and as component parts of a single plan.
Payment and Closing. 11 3.1. Cash Equity Amount............................................................................. 11 3.2. Stock Equity Amount............................................................................ 12 3.3. Earnout Agreement.............................................................................. 12 3.4. Time and Place of Closing...................................................................... 12 3.5. Delivery....................................................................................... 12 3.6.
Payment and Closing. Subject to the requirements of Section 3(b)(i)(A)(5), the parties shall close the purchase within 60 days of the exercise of the Put or Call, and the Company shall pay the full purchase price at the closing.
Payment and Closing. The Company and Doan xxxll close the purchase within 60 days of the exercise of the Put or Call, and the Company shall pay the full purchase price at closing.
Payment and Closing. 1. Penalty Payments. Paragraph 1.
a. of each of the Options establishes certain penalty payments to exercise the Options prior to January 1, 2003 (the "Penalty Payments"
Payment and Closing. Within three business days of the closing of the Purchaser’s issuance of its convertible senior notes due 2023, as described in the preliminary offering circular dated December 14, 2016 (the “Offering”), Purchaser shall pay the Purchase Price for the Purchased Note in cash, by wire transfer of immediately available funds to an account designated by Seller, and against such payment, Seller shall deliver to Purchaser the Purchased Note, with the form of assignment attached thereto completed to effect the transfer to Purchaser. Purchaser shall be responsible for, shall pay, and shall hold Seller harmless from, any stamp, court or documentary, intangible, recording, filing or similar transfer taxes (but not any net income taxes) due in respect of the transactions contemplated by this Agreement.
